January 2021

2018 Standard Civil Contract

Standard Terms

January 2021

Contents

Clause Clause Heading

1 Interpretation

2 Relationship and communication

3 Working with third parties

4 Financial disclosure and risk

5 Equality and diversity

6 Logos and marketing

7 Your obligations, looking after Clients, compliance and self-monitoring

8 Keeping records and completing and returning forms

9 Provision of information and access to your premises

10 Standard of Contract Work

11 KPIs

12 Contract Documents and precedence

13 Amendments to the Contract Documents

14 Your account with us, Claims, payments and Assessments

15 Confidentiality

16 Data protection

17 FOIA

18 Warranties

19 Indemnity

20 Giving notices

21 Things you must tell us about

22 Novations and Qualifying Events

23 Bribery, collusion, false tenders, fraud and unethical behaviour

24 Sanctions

25 How this Contract can be ended

26 Consequences of termination

27 Reconsidering decisions and the review procedure

28 Dispute resolution

29 Governing law and jurisdiction

30 General

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1. Interpretation

1.1 In this Contract the following expressions have the following meanings:

“Act” means the Legal Aid, Sentencing and Punishment of Offenders Act 2012;

“Affiliate” means any other entity which directly or indirectly Controls, is

Controlled by, or under direct or indirect common Control with you;

“Agent” means an individual or organisation (other than Counsel) engaged by

you to undertake Contract Work in accordance with the provisions of the

Contract;

“Approved Third Party” means an individual or organisation engaged by you to

undertake non-legal work ancillary to Contract Work, including experts and

translators but excluding Agents and Counsel;

“Assessment” means an assessment by us or by a competent court or tribunal,

of the amount which (subject to the provisions of this Contract) is due in respect

of a Claim (on an appeal or otherwise) and “Assess” and “Assessed” has the

associated meaning;

“Audit” means:

(a) an Official Investigation; and/or

(b) an investigation by us in connection with the performance of your

obligations and/or to check your compliance with your obligations

under this Contract;

“Auditor General” means an officer of the House of Commons who exercises its

functions in accordance with the Budget Responsibility and National Audit Act

2011;

“Authorisation” means any authorisation given for the purposes of section 5 of

the Act or regulations made under that section;

“Bank Covenants” means the agreed performance guidelines set for your Bank

Facilities (if any);

“Bank Facilities” means any overdraft limits or credit facility available to you and

their associated terms;

"Bribery Legislation" means the Bribery Act 2010 and any subordinate legislation

made under it from time to time together with any guidance or codes of practice

issued by the government concerning the legislation;

“Business Continuity Plan” means your written plan setting out the processes

and arrangements which you will follow to ensure continuity of your business

processes and operations following any failure or disruption of any element of

the provision of Contract Work and the recovery of the provision of Contract

Work in the event of an Unplanned Interruption;

“Business Day” means any day except Saturday, Sunday and any bank or public

holiday in England and Wales;

“Business Hours” means 9am to 5.30pm each Business Day;

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“Category Definitions” has the meaning given to it in the Specification;

“Category of Law” or “Category” or “Category of Work” means a “category of

law” set out in the “Category Definitions” document, published by us on our

website (as amended by us, provided that had the Category Definitions

document been a Contract Document such amendments would not have been

prohibited by Clause 13.1);

“CEDR” means the Centre for Effective Dispute Resolution;

“Certificate” means as described in Legal Aid Legislation;

“Change of Control” means a change of control that shall occur in respect of a

person where:

(a) Control of that person is obtained by any person who did not at the

Contract Start Date hold Control of that person; or

(b) a person who has Control of that person at any time during the

Contract Period ceases to have Control of that person

save that any such event shall not constitute a Change of Control in respect of a

person where its Ultimate Parent Company (if any) before the relevant event

remains its Ultimate Parent Company after the event;

“Claim” means a claim for payment for Contract Work submitted on the Contract

Report Form we specify for that purpose;

“Class of Work” means those classes of work as specified in the Specification and

“Class” and “Classes” have the corresponding meanings;

“Clause” means a clause in these Standard Terms (unless specified otherwise);

“Client” means an individual whom the Director (or a person authorised by the

Director) or the court has determined qualifies for receipt of Contract Work and

for whom you are performing or have performed Contract Work;

“Comptroller” means an officer of the House of Commons who exercises its

functions in accordance with the Budget Responsibility and National Audit Act

2011;

“Consultative Bodies” means The Law Society, the Legal Aid Practitioners Group,

and The Bar Council. For civil Contract Work, Consultative Bodies also includes

the Advice Services Alliance;

“Contract” means the agreement between you and us which consists of the

Contract Documents;

“Contract Documents” has the meaning given to it in Clause 12.1;

“Contract for Signature” means the document of that name issued by us and

signed by you and us in relation to this Contract;

“Contract Liaison Manager” means the member of your personnel nominated by

you from time to time in accordance with Clause 2 to liaise with us on day to day

matters concerning this Contract being, as at the Contract Start Date, as set out

in your Contract for Signature;

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“Contract Manager” means a person nominated by us from time to time in

accordance with Clause 2 to liaise with you about this Contract;

“Contract Period” has the meaning given to it in the Contract for Signature;

“Contract Report” means a report providing information required by us on any

aspect of your performance under this Contract, on the Matters and cases

commenced under it (including the Contract Work performed and the current

position on each such Matter or case and the names and addresses of Clients)

and on Claims made and payments received;

“Contract Report Form” means such form as we may specify (in any format we

specify, including electronic format) for making Claims or for providing

information about you and/or this Contract including, Contract Work, your

performance under and compliance with this Contract or your legal status and

constitution;

“Contract Review Body” and “CRB” means the body appointed in accordance with

Clause 27.14 to determine formal reviews pursuant to Clause 27;

“Contract Start Date” means the date specified in your Contract for Signature as

the date this Contract starts;

“Contract Work” means the work that you may perform for Clients in the

Category or Categories of Law and/or Class(es) of Work specified in your

Schedule(s) and the Specification under, or by virtue of, this Contract;

“Control” means the possession by a person or body directly or indirectly of the

power to direct or cause the direction of your management, policies or affairs

(whether through the exercise of voting shares, by contract or otherwise) and

“Controlled” and “Controllers” shall be interpreted accordingly;

“Costs Assessment Manuals” means our manuals setting out guidance as to how

the courts will assess costs in Legal Aid matters and accordingly how we will

Assess Claims, as may be amended by us provided that had the Costs

Assessment Manuals been a Contract Document, such amendments would not

have been prohibited by Clause 13.1;

“Counsel” means a barrister or solicitor with higher rights of audience in

independent practice;

“Data Controller” means, where Personal Data is being processed for Law

Enforcement Purposes, and in all other circumstances, as it is defined in the Data

Protection Act 2018 and Relevant General Data Protection Regulations;

“Data Loss Event” means any event that results, or may result, in unauthorised

access to Personal Data held by you under this Contract, and/or actual or

potential loss and/or destruction of Personal Data in breach of this Contract,

including any Personal Data Breach;

“Data Protection Impact Assessment” means as specified in the Data Protection

Act 2018 and Relevant General Data Protection Regulations;

“Data Protection Legislation” means the Data Protection Act 2018, Relevant

General Data Protection Regulations, the Regulation of Investigatory Powers Act

2000, the Telecommunications (Lawful Business Practice) (Interception of

Communications) Regulations 2000 (SI 2000/2699) the Privacy and Electronic

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Communications Directive 2002/58/EC, the Privacy and Electronic

Communications (EC Directive) (Amendment) Regulations 2011 and all

applicable laws, regulations, statute, declaration, decree, directive, legislative

enactment, order, ordinance, regulation, rule or other binding restriction (as

amended, consolidated or re-enacted from time to time) relating to the

protection of individuals with regards to the processing of personal data and

privacy to which a party is subject, and including where applicable the guidance

and codes of practice issued by the UK’s Information Commissioner’s Office and

any generally accepted code of good practice;

“Data Security Guidance” means our published guidance regarding compliance

with the Data Security Requirements (which can be located on our website) as

may be amended by us provided that had the Data Security Guidance been a

Contract Document such amendments would not have been prohibited by Clause

13.1;

“Data Security Requirements” means our data security requirements (which can

be located on our website) as may be amended by us provided that had the Data

Security Requirements been a Contract Document such amendments would not

have been prohibited by Clause 13.1;

“Data Subject” means as specified in the Data Protection Act 2018 and Relevant

General Data Protection Regulations;

“Delegated Functions” means a function of the Director or the Lord Chancellor

delegated to you by an Authorisation;

“Direct Losses” means damages, losses, indebtedness, claims, actions, costs

(including the cost of legal or professional services, legal costs being on an

indemnity basis), expenses, liabilities, proceedings, demands and charges

whether arising under statute, contract or at common law, but excluding Indirect

Losses;

“Director” means the Director of Legal Aid Casework designated under section 4

of the Act;

“DOTAS” means the Disclosure of Tax Avoidance Schemes rules which require a promoter of tax schemes to tell HM Revenue and Customs of any specified

notifiable arrangements or proposals and to provide prescribed information on

those arrangements or proposals within set time limits as contained in Part 7 of

the Finance Act 2004 and in secondary legislation made under vires contained in

Part 7 of the Finance Act 2004 and as extended to national insurance

contributions by the National Insurance Contributions (Application of Part 7 of

the Finance Act 2004) Regulations 2012, SI 2012/1868) made under section

132A of the Social Security Administration Act 1992;

“DX” means the Document Exchange service operated by DX Network Services

Limited, whose registered office is situated at DX House, Ridgeway, Iver, Bucks,

SL0 9JQ, and its successors and assignees;

“Employee Liability Information” means the information which a transferor is

obliged to notify to a transferee pursuant to Regulation 11(2) of TUPE regarding

any person employed by him who is assigned to the organised grouping of

resources or employees which is the subject of a relevant transfer and also such

employees as fall within Regulation 11(4) of TUPE;

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“Environmental Information Regulations” means the Environmental Information

Regulations 2004 together with any guidance and/or codes of practice issued by

the Information Commissioner or relevant government department in relation to

such regulations;

“Equality and Diversity Guidance” means our guidelines regarding Providers’

compliance with equality and diversity legislation and Clause 5, as may be

amended by us provided that had the Equality and Diversity Guidance been a

Contract Document such amendments would not have been prohibited by Clause

13.1;

“Equality and Diversity Policy” has the meaning given to it in Clause 5.2(b);

“Excess Claims” has the meaning given to it in Clause 14.21;

“FOIA” means the Freedom of Information Act 2000 and any subordinate

legislation made under the Freedom of Information Act 2000 from time to time

together with any guidance and/or codes of practice issued by the Information

Commissioner or relevant government department in relation to the same;

“Formal Dispute” has the meaning given to it in Clause 28.1;

“Former Client” means a person for whom you have performed work under the

Act, the Access to Justice Act 1999 or the Legal Aid Act 1988;

“Fundamental Breach” means:

(a) those matters specified in this Contract as being a Fundamental

Breach; and/or

(b) any breach of this Contract involving dishonesty by you or your

personnel;

“General Anti-Abuse Rule” means (a) the legislation in Part 5 of the Finance Act

2013; and (b) any future legislation introduced into parliament to counteract tax

advantages arising from abusive arrangements to avoid national insurance

contributions;

“GDPR” means the relevant General Data Protection Regulations;

“Good Industry Practice” means that degree of skill, care, diligence, prudence,

timeliness, efficiency and foresight which could reasonably and ordinarily be

expected from a skilled, experienced and professionally managed provider of

legal services similar to those required to be provided under this Contract;

“Government Secure Intranet” means the UK Government's secure wide area

network being a collection of secure networks including the Government Secure

Extranet (GSX), Criminal Justice Extranet (CJX) and Criminal Justice Secure

eMail (CJSM);

“Halifax Abuse Principle” means the principle explained in the CJEU Case C-

255/02 Halifax and others;

“Head of Contract Management” means the person of that name nominated by

us from time to time who has responsibility for managing Contract Managers;

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“Independent Costs Assessor” means a person appointed by us to assess

Providers’ Claims;

“Independent Funding Adjudicator” means an adjudicator appointed by the Lord

Chancellor under section 2 of the Act;

“Independent Peer Review Process” means the process by which an independent

Audit of the standard of your Contract Work is performed by us, or on our

behalf, of that name, in effect at the Contract Start Date, as may be amended by

us provided that had the Independent Peer Review Process been a Contract

Document such amendments would not have been prohibited by Clause 13.1;

“Indirect Losses” means loss of profit, loss of business, loss of business

opportunity (in each case whether direct, indirect or consequential) or any other

claim for special, consequential or indirect loss of any nature;

“Invitation To Tender Documents” means those documents issued by us inviting

you to tender for this Contract and which include the Rejection Criteria;

“IT System” means the configuration of computer components comprising all the

software owned by, or licensed to you by a third party (and any updates and

enhancements to it), all hardware, telecommunications and network equipment

used by you, together with any asset which relies in any respect on computer

hardware or other information technology (whether embedded or not) which

links the different parts of the system together;

“Joint Controllers” means as it is defined in the Data Protection Act 2018 and

Relevant General Data Protection Regulations;

“KPI” means the key performance indicators specified in the Specification;

“LAA Data” means:

(a) the data (including, drawings, diagrams, images or sounds (together

with any database made up of any of these which is embodied in any

electronic, magnetic, optical or tangible media)) which:

(i) are supplied to you by us or on our behalf; and

(ii) you are required to Process pursuant to this Contract; or

(b) any Personal Data for which we are the Data Controller but not

including the Shared Data;

“Law Enforcement Purposes” means as it is defined in the Data Protection Act

2018;

“LED” means the Law Enforcement Directive (Directive (EU) 2016/680);

“Legal Aid” has the meaning given to it in Part 1 of the Act;

“Legal Aid Agency” or “LAA” means the Executive Agency of the Ministry of

Justice through which the Lord Chancellor acts to administer Legal Aid;

“Legal Aid Legislation” means the Act and statutory instruments made under that

Act which are relevant to this Contract;

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“Legal Services Commission” or “LSC” means the Legal Services Commission

established under the Access to Justice Act 1999, which was abolished under the

Act;

“Letters of Clarification” means any written response which you submit to us in

respect of any request for clarification we make or further information we

request in connection with your Tender Documents;

“Lexcel” means The Law Society’s international practice management standard;

“Licensed Body” means the body or organisation which holds a licence in force

under Part 5 (Alternative Business Structures) of the Legal Services Act 2007;

“Location” means a location from which you deliver Contract Work and which

satisfies any requirements set out in the Specification;

“Lord Chancellor’s Directions” means any directions given by the Lord Chancellor

under section 4 of the Act;

“Lord Chancellor’s Guidance” means the guidance given by the Lord Chancellor

under section 4 of the Act;

“Manual” means a dedicated section on our website comprising links to relevant

Legal Aid Legislation, the Standard Terms, the Specification and other materials

relevant to the performance of Contract Work and compliance with this Contract

published by us from time to time;

“Market Research Society Code of Conduct” means the Market Research

Society’s code of conduct that can be found at

www.mrs.org.uk/standards/codeconduct.htm and is designed to support all

those engaged in market, social or opinion research in maintaining professional

standards;

“Matter” means as specified in the Specification;

”Matter Start” means the authority to start a Controlled Work case for a Client in

accordance with the rules set out in the Specification;

“Maximum PoA Limit” means the maximum amount specified by us as payable to

you as a Payment on Account;

“Members of LLPs” means members of a limited liability partnerships;

“Monthly Payment” means the Standard Monthly Payment or, where you have

opted to be paid on a variable basis, the Variable Monthly Payment;

“Not For Profit Organisation” means a Provider that we recognise as aiming not

to make a profit from performing Contract Work;

“Occasion of Tax Non-Compliance” means:

(a) any tax return of yours submitted to the Relevant Tax Authority on or

after 1 October 2012 is found to be incorrect as a result of:

(i) a Relevant Tax Authority successfully challenging you under the

General Anti-Abuse Rule or the Halifax Abuse Principle or under

any tax rules or legislation that have an effect equivalent or

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similar to the General Anti-Abuse Rule or the Halifax Abuse

Principle;

(ii) the failure of an avoidance scheme which you were involved in,

and which was, or should have been, notified to a Relevant Tax

Authority under the DOTAS or any equivalent or similar regime;

and/or

(b) any tax return of yours submitted to a Relevant Tax Authority on or

after 1 October 2012 gives rise, on or after 1 April 2013, to a criminal

conviction in any jurisdiction for tax related offences which is not

spent at the Contract Start Date or to a civil penalty for fraud or

evasion;

“Office” means your office(s) from which any Contract Work is performed which

must meet the requirements set out in Paragraphs 2.33 to 2.37 of the

Specification;

“Official Investigation” means:

(a) any investigation, of which you are aware, into suspected or alleged

serious professional misconduct, breaches of the Act (or other

legislation), or dishonesty by you or your personnel, being carried out

by or authorised by:

(i) any organisation (including any Relevant Professional Body)

which is responsible for regulating or disciplining you or your

personnel;

(ii) us (including our investigation team);

(b) any investigation by the police into suspected criminal offences

relevant to your operations; or

(c) any investigation, on reasonable grounds, authorised by us (including

our investigation team) into suspected serious breaches of this

Contract;

“Online Account” means your account with us for managing the electronic

transmission of information between you and us through the Online Service from

time to time in accordance with this Contract;

“Online Service” means our on-line system for managing the electronic

transmission of information between us and Providers;

“Other Contracting Bodies” means other than us, any contracting authority

defined in Schedule 1 of the Public Contracts Regulations 2015 and “Other

Contracting Body” shall be construed accordingly;

“Paragraph” means, unless otherwise specified, a provision of the Specification;

“Parent Undertaking” has the meaning given to it in section 1162 of the

Companies Act 2006;

“Payment on Account” or “PoA” means a payment made by us, on account of

amounts due in respect of Contract Work, before we have paid the final Claim for

the relevant Matter or case, but excluding any Monthly Payments;

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“Peer Review” means the independent Audit of the standard of your Contract

Work under the Independent Peer Review Process;

“Personal Data” means as it is defined in the Data Protection Act 2018 and

Relevant General Data Protection Regulations;

“Personal Data Breach” means as it is defined in the Data Protection Act 2018

and Relevant General Data Protection Regulations;

“Predecessor Body” means an organisation related to you which previously held

a contract with us including those organisations specified as such in your

Contract for Signature (which shall not constitute an exhaustive list);

“Previous Contract(s)” means a previous contract or contracts held by you or by

a Predecessor Body which precedes this Contract and which is intended to be

replaced by this Contract (in whole or in part);

“Processing” means as it is defined in the Data Protection Act 2018 and Relevant

General Data Protection Regulations and “Processed” and

“Process” shall be construed accordingly;

“Processor” means, where Personal Data is being Processed for Law Enforcement

Purposes, and in all other circumstances, as it is defined in the Data Protection

Act 2018 and Relevant General Data Protection Regulations;

“Prohibited Act” means:

(a) to directly or indirectly offer, promise or give any person working for

or engaged by us a financial or other advantage to:

(i) induce that person to perform improperly a relevant function or

activity; or

(ii) reward that person for improper performance of a relevant

function or activity;

(b) to directly or indirectly request, agree to receive or accept any

financial or other advantage as an inducement or a reward for

improper performance of a relevant function or activity in connection

with this Contract;

(c) committing any offence:

(i) under Bribery Legislation;

(ii) under legislation creating offences concerning fraudulent acts;

(iii) at common law concerning fraudulent acts relating to this

Contract or any other contract with us; or

(iv) defrauding, attempting to defraud or conspiring to defraud

us;

“Promotional Items” means all intellectual property rights belonging to us or

licensed to us, including any logos, trade marks (whether registered or

unregistered), registered designs, unregistered designs, applications for and

January 2021

rights to apply for any of the foregoing, rights to prevent passing off for unfair

competition and copyright in any materials supplied and approved by us in

connection with the provision of Contract Work including signs, display materials,

information, literature and other promotional items;

“Protective Measures” means the appropriate technical and organisational

measures which may include: pseudonymising and encrypting Personal Data,

ensuring confidentiality, integrity, availability and resilience of systems and

services, ensuring that availability of and access to Personal Data can be

restored in a timely manner after an incident, and regularly assessing and

evaluating the effectiveness of the such measures adopted by it;

“Provider” means a party (except us) to a contract with us in respect of the

provision of Legal Aid;

“Qualifying Event” means those matters specified in this Contract as being a

Qualifying Event;

“Quality Standard” means Lexcel or SQM specified in your Contract for Signature

or such other quality assurance standard approved by us from time to time;

“Reasonable Costs” means the reasonable actual costs and expenses incurred by

us in carrying out any further Audit under this Contract, including, but not

limited to, reasonable travel and subsistence costs;

“Records” has the meaning given to it in Clause 8.3;

“Rejection Criteria” means the grounds for mandatory and discretionary rejection

contained in the Invitation To Tender Documents;

“Relevant Professional Body” means the body or organisation which regulates or

exercises control over your professional or service activities or such activities of

any of your personnel and/or any other body to whose rules you have elected to

be subject to. For the avoidance of doubt this includes any relevant approved

regulator for the purpose of the Legal Services Act 2007;

“Relevant Protected Characteristic” means age, disability, gender reassignment,

pregnancy and maternity, race, religion or belief, sex, sexual orientation as

provided for under section 149(7) of the Equality Act 2010;

“Relevant Tax Authority” means HM Revenue and Customs, or, if applicable, a

tax authority in the jurisdiction in which you are established;

“Remainder Work” means Contract Work that you are performing as at the date

of termination and/or expiry of this Contract which we authorise you to continue

to perform pursuant to Clauses 26.10 to 26.12;

“Replacement Provider” means any replacement Provider appointed by us to

provide services on or after the expiry or termination of this Contract the same

as or similar to Contract Work carried out by you at or prior to expiry or

termination;

“Report” means a report (written or oral) about you or your personnel from an

organisation that may carry out an Official Investigation;

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“Request for Information” means a request or an apparent request for

information held by or on behalf of us for the purposes of FOIA or the

Environmental Information Regulations;

“Researcher” means a person appointed by us to carry out research into the

operation of this Contract;

“Sanction” means any of the individual sanctions (listed 1 to 8 in Clause 24) that

we may apply in accordance with Clause 24 or pursuant to any other term of this

Contract;

“Schedule” means a Contract Document issued by us as specified in Clause 12

and your Contract for Signature;

“Section” means, unless otherwise specified, one of the main sections of the

Specification;

“Shared Data” means Personal Data which is Processed in connection with the

performance of this Contract by you in respect of which you are a Data

Controller either alone or jointly with the LAA which will be transferred from you

to the LAA or which the LAA is entitled to request in accordance with this

Contract including documents held on Contract Work files which are necessary

for the conduct of the relevant Matter or case and which we may require in order

to assess your compliance with your obligations under this Contract;

“Specification” means the Contract Document designated as such by us as

specified in Clause 12;

“SQM” means the specialist quality mark standard specified by us as at the

Contract Start Date as amended by us provided that had the SQM been a

Contract Document such amendments would not have been prohibited by Clause

13.1;

“Standard Monthly Payment” means the standard amount (if any) specified by

us, subject to the provisions of this Contract, which we will pay you on a monthly

basis for performing Contract Work;

“Standard Terms” means these standard terms;

“Supervisor” means a person appointed by you in accordance with the

Specification who actively supervises staff and who is required to meet all the

Supervisor standards and all other applicable requirements of this Contract;

“Tender Documents” means any documents, including any Letters of

Clarification, that you have submitted to us either in response to an invitation to

tender with a view to obtaining this Contract and/or where you are seeking

authority from us under this Contract (including authority to carry out specified

work or any allocation of Matter Starts);

“TUPE” means the Transfer of Undertakings (Protection of Employment)

Regulations 2006;

“TUPE Employees” has the meaning given to it in Clause 26;

“U.K.” means the United Kingdom of Great Britain and Northern Ireland;

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“Ultimate Parent Company” means a Parent Undertaking (if any) of the relevant

person which is not a subsidiary undertaking of any other person (where

“subsidiary undertaking” has the meaning given in section 1162 of the

Companies Act 2006;

“Unplanned Interruption” means any unplanned interruption of your IT System

(whether of information processing facilities or systems or otherwise) which

significantly impairs your ability to perform Contract Work (in whole or in part) in

accordance with the terms of this Contract;

“Variable Monthly Payment” means subject to the Variable Monthly Payments

Guidance, the variable amount (if any) calculated in accordance with your last

Claim (subject to adjustments), we will pay you on a monthly basis for

performing Contract Work;

“Variable Monthly Payments Guidance” means the guidance produced and

amended by us from time to time in relation to Variable Monthly Payments;

“VAT” means value added tax;

“we” and “us” means the Lord Chancellor acting through the LAA (and “our” has

the associated meaning);

“Welsh Language Commissioner” means the independent body established by

the Welsh Language (Wales) Measure 2011 whose aim is to facilitate and

promote the Welsh language; and

“you” means the current party to this Contract (as specified in the Contract for

Signature) with us (and “your” has the associated meaning).

1.2 Clause and paragraph headings in this Contract are inserted for convenience only

and do not affect its interpretation.

1.3 Words denoting the masculine, the feminine or the neuter include the masculine,

the feminine and the neuter. Words denoting the singular include the plural and

vice versa.

1.4 Reference to any Legal Aid Legislation and other legislation (including any

subordinate legislation made under it or them) is, as the context requires, a

reference to any substitute for, amendment, variation or re-enactment of, it or

them and any subordinate legislation made under it or them (whether on or after

the date of this Contract) and is a reference to any legislation which supersedes

it or them and/or any subordinate legislation made under it or them and includes

any new Legal Aid Legislation in force on or after the date of this Contract.

1.5 Unless the context otherwise requires, any reference to European Union law that

is directly applicable or directly effective in the UK at any time is a reference to it

as it applies in England and Wales from time to time including as retained,

amended, extended, re-enacted or otherwise given effect on or after 11pm on

31 January 2020.

1.6 References to “approval” mean approval as provided by this Contract or, if no

express provision is made by this Contract, to approval in writing.

1.7 References to “authorising” or “authority” mean authorising or authority as

provided by this Contract or, if no express provision is made by this Contract, to

authorising or authority in writing.

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1.8 References to “direction” mean direction as provided by this Contract or, if no

express provision is made by this Contract, to direction in writing.

1.9 References to “notifying”, “notification” or “notice” mean notifying, notification or

notice as provided by this Contract.

1.10 Any obligation relating to sending, or to the completion and submission, of any

form designated or specified by us (or to “our form”) includes the obligation

properly and fully to complete and promptly to submit the form by such means

and in such a format as we may reasonably specify (from time to time).

1.11 Unless otherwise specified, reference to any Contract Document, or to any

document or other provision described as “current”, means the Contract

Document, document or other provision in its current form from time to time,

and not merely as at the date this Contract comes into force.

1.12 Reference to any payment rate as “current” means the payment rate in its

current rate from time to time and not merely as at the date this Contract comes

into force.

1.13 Any obligation that requires you to have performance and compliance policies,

systems, procedures or controls in place includes the obligation effectively to

operate them at your own cost.

1.14 Where, in relation to any options available to us under any Clause, those options

are joined by the word “and” (as in, we may, “a”, “b” and “c”) and/or where we

use a semi-colon in this Contract, our choice is not restricted to selecting all

options or no options but extends to selecting any one or more of them.

1.15 General words are not to be given a restrictive meaning because they are

followed by particular examples, and any words introduced by the terms “in

particular”, “include”, “includes”, “included” and “including” or any similar

expression will be construed as illustrative and the words following any of those

terms will not limit the sense of the of the words preceding those terms.

1.16 Any reference to this Contract, or any part of it, ending or terminating means

(unless otherwise stated) ending in any manner and not merely by effluxion of

time.

1.17 Any reference to this Contract, or any part of it, expiring means expiring by

effluxion of time (and “expiry” has the associated meaning).

1.18 Any reference in this Contract to expiry or termination includes unless otherwise

stated expiry or termination of part of this Contract.

1.19 Where any regulations relating to the provision of legal services refer to a

“franchise contract” that reference includes this Contract (so that this Contract is

a franchise contract for the purposes of such regulations).

1.20 References to “documents” includes documents on paper and documents, sound

and pictures (still and moving) stored in other media (including in electronic

format, digitally, on disk and on computer).

1.21 References to “company” include, except where the context requires otherwise,

a limited liability partnership.

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1.22 References to “personnel” means all employees (including Employees), self-

employed personnel, agency workers, partners (partnership), directors

(company) and Members of LLPs other than sub-contractors, Counsel, Agents

and Approved Third Parties.

1.23 References to “partner” include a person held out as a partner of a partnership

including “salaried partners” or similar.

1.24 References to a “director” includes “Members of LLPs”, except where the context

requires otherwise.

1.25 Where we are able to exercise any function or power under this Contract, it may

be exercised by any individual or body lawfully authorised to do so by us.

1.26 References to "person" include individuals, bodies corporate, partnerships,

limited liability partnerships, unincorporated associations and other bodies.

1.27 The definition of “Information” shall have the meaning given to that term in the

Freedom of Information Act 2000.

Continuity

1.28 Except as may be provided by the Legal Aid Legislation in relation to fees,

remuneration and other related matters, if this Contract replaces a Previous

Contract, the terms of this Contract apply (and apply to all work in progress and

Claims to be Assessed) from the Contract Start Date. In all other respects

(unless specifically stated otherwise) this Contract is to be treated as a seamless

continuation of the Previous Contract(s). This means (without limitation) that:

(a) any monies payable under the Previous Contract(s) are payable under this

Contract (and any credit or debit balance, on your account with us under

the Previous Contract(s), is a credit or debit balance under this Contract);

(b) any notices issued (and any Audits and Assessments) under the Previous

Contract(s) have effect under this Contract;

(c) any appeals or applications for review under the Previous Contract(s)

continue under this Contract and any consequent decisions have effect

under this Contract; and

(d) any provisions which permit you to continue to provide work after the

Previous Contract (or part of it) has ended in such Previous Contract do not

apply on that contract’s ending. For the avoidance of doubt this means that

work which would otherwise have been undertaken pursuant to any

Previous Contract as “remainder work” should be undertaken as Contract

Work pursuant to this Contract.

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2. Relationship and communication

Your suitability to hold this Contract

2.1 When you tendered for this Contract you provided information (responses to the

Rejection Criteria in the Invitation to Tender Documents) which we used to

determine your suitability to hold this Contract. If, during the Contract Period, a

Qualifying Event occurs we will require you to submit revised responses to the

Rejection Criteria which we will assess to determine whether you remain suitable

to hold this Contract. Where we determine that you are no longer suitable to

hold this Contract we shall terminate this Contract under the provisions in Clause

25.

2.2 You shall ensure that neither you nor any of your Affiliates brings the legal aid

scheme into disrepute by engaging in any unprofessional or unlawful conduct

which is likely to substantially diminish the trust the public places in the legal aid

scheme, regardless of whether or not such conduct is related to your obligations

under this Contract. Any operation of this Clause is subject to our obligation to

act as a responsible public body and any sanction must be proportionate. For the

avoidance of doubt, the engaging by you or any of your Affiliates in any lawful

challenge to or criticism or complaint of us or any of our decisions, when acting

in clients’ best interests or otherwise acting in your professional capacity, is not

within the scope of the words “unprofessional or unlawful conduct” under this

Clause 2.2.

Duty to act in good faith and obtaining value for money

2.3 In relation to this Contract, you and we will act in good faith.

2.4 Without prejudice to more specific provisions of this Contract and to your

professional obligations in respect of Clients, you and we agree to work together

openly and with mutual trust and co-operation in order to achieve value for

money and to ensure that public money is spent with probity, accountability and

in the public interest.

Communicating with each other

2.5 You must, subject to Clause 10.4, nominate a Contract Liaison Manager to liaise

with us and we will nominate a Contract Manager to liaise with you about this

Contract. You must notify us promptly and in any event within five Business

Days of any change in your Contract Liaison Manager.

2.6 The Contract Liaison Manager and Contract Manager must be competent and

have sufficient authority to deal with issues that might be expected to arise in

connection with performance and payment under and compliance with this

Contract.

2.7 All communications under or in connection with this Contract (including between

our personnel and your personnel) must be conducted in a polite and

professional manner.

2.8 Both parties agree that good communication between their personnel is key to

the effective operation of this Contract and agree to ensure that their personnel

understand this and to provide relevant training if they consider it appropriate.

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2.9 Both parties agree to investigate any complaints of breach of this Clause 2 by

any member of their personnel and to take appropriate action (including, where

appropriate, notifying the other party of the action taken). Where a complaint is

justified, “appropriate action” is within the discretion of the relevant party but

might include requiring the person concerned to undergo relevant training

(including training on the purpose of this Contract and this Clause 2).

2.10 As well as a postal address or DX number and telephone number, you must have

at least one operational email addresses (which must meet the requirements of

Clause 7.19(j) and include your designated email address required by Clause

20.4) to which we may send you electronic communications. You must monitor

your emails frequently each Business Day. You must communicate with us

electronically (including under Clause 7.19) when we require you to under and in

accordance with the terms of this Contract.

Communications with the media

2.11 Subject to your Client’s consent, you must promptly notify our Contract Manager

of any Matter or case which is of special interest to the public or the media.

2.12 Subject to your Client’s consent, in respect of Matters and cases, you must

acknowledge in any communication between you and the media that such Matter

or case (where the context requires) is or was Legal Aid work.

Third party rights

2.13 Except as stated in Clause 26.20, the parties to this Contract do not intend that

any of its terms will be enforceable by any person who is not a party to it under

the Contracts (Rights of Third Parties) Act 1999. The parties reserve the right to

rescind and/or vary this Contract without the consent of the Replacement

Provider.

Independent provider of legal services

2.14 You are, and acknowledge that you are, an independent provider of legal

services. You are not our employee, agent or partner (in law) and must neither

act as such nor so as to give the impression that you are our employee, agent or

partner (in law).

2.15 We will not incur any contractual liability to any Client, or to any other person or

organisation, as a result of anything done (or omitted to be done) by you in

connection with this Contract.

Responsibility for your personnel

2.16 You shall be responsible for the acts and omissions of all personnel who you

engage or employ in relation to the fulfilment of your obligations under this

Contract.

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3. Working with third parties

Performing Contract Work yourself

3.1 This Contract is personal to you. Subject to Clause 3.2, you must not give,

bargain, sell, assign, transfer, mortgage, charge, declare a trust over or

otherwise dispose of the benefit of any of your rights, or sub-contract, novate or

otherwise delegate any of your obligations or deal in any other manner with your

rights and obligations, under this Contract without our prior written consent.

Any breach of this Clause 3.1 shall be a Fundamental Breach.

Sub-contracting, Agents, Counsel and Approved Third Parties

3.2 For the purposes of Clause 3.1, we consent to you:

(a) sub-contracting your obligations under this Contract to the extent specified

in your Contract for Signature;

(b) appointing Agents to undertake Contract Work in accordance with the

Specification;

(c) appointing Counsel to undertake Contract Work in accordance with the

Specification; and

(d) appointing Approved Third Parties to undertake work in accordance with

the Specification.

Your responsibility for third parties

3.3 You will remain responsible to us for the fulfilment of all of your obligations

under this Contract irrespective of whether you have entered into a sub-contract

or appointed an Agent, Counsel or Approved Third Party in respect of the same.

If you appoint:

(a) sub-contractors or Agents pursuant to this Clause 3 you are responsible for

ensuring that:

(i) their work is properly supervised;

(ii) supervision of them is, in all respects, equal to your supervision of

your employees in accordance with the Specification;

(b) any person pursuant to this Clause 3 you are responsible for ensuring that:

(i) all payments are made to them for their work within 30 days from

receipt of a valid invoice;

(ii) their work complies with the requirements of this Contract;

(iii) all arrangements made for the management and delivery of their work

comply with the standards and requirements of this Contract; and

(iv) the use of such persons does not increase the costs payable by us.

3.4 If an Approved Third Party, Agent, Counsel or a sub-contractor ceases providing

services to you, you are responsible for ensuring that you continue to fulfil your

obligations under this Contract. You must also promptly notify us if you become

January 2021

aware that you are unlikely to be able to fulfil your obligations under this

Contract due to the expiration or termination of arrangements with an Approved

Third Party, Agent, Counsel or any of your sub-contractors.

Can we specify criteria for third parties who may be instructed?

3.5 We may require that Agents, Approved Third Parties and Counsel or in-house

advocates appointed by you in relation to Contract Work must possess such

experience, qualifications, or membership of such panel, or hold such

accreditation as we may specify in the Specification e.g. instructing advocates in

the High Court who meet certain panel, training or quality requirements as may

be in force during the Contract Period. We may from time to time specify

Counsel, Agents and Approved Third Parties who may not be appointed. Any

such exclusion shall apply to all Providers.

Can we specify payment rates for third parties?

3.6 We may specify from time to time, the maximum payments (by way of hourly

rates or otherwise and which may be banded by reference to experience,

location, area of expertise or otherwise) that we will reimburse you in respect of

work carried out by Approved Third Parties and Counsel whom you appoint.

Your obligations in respect of payment rates to be made to Approved Third

Parties and Counsel are set out in Legal Aid Legislation.

Third parties time recording

3.7 Subject to Clause 3.8:

(a) all agreements you make with Approved Third Parties under which the fees

payable by you exceed £250 per Matter or case, must require them to keep

accurate records of the time they spend on the work you have appointed

them to do and of the work done; and

(b) all agreements you make with Agents, Counsel or sub-contractors in

connection with Contract Work, must require them to keep accurate

records of the time they spend on the work you have appointed them to do

and of the work done.

3.8 If an Approved Third Party is already working with a Client at the time of your

instruction by the Client, your obligations under Clause 3.7 are only to use your

reasonable endeavours to require such Approved Third Party to keep the

required records and permit them to be Audited in accordance with Clause 3.9.

Access your sub-contractors must give to us

3.9 You must ensure that any agreement you have with any sub-contractor you

appoint pursuant to Clause 3 includes a directly enforceable right for us to enter

their premises and Audit the Contract Work that they have undertaken to the

same extent as we have the right to enter your premises and Audit the Contract

Work that you have undertaken in accordance with this Contract.

Terminating your arrangements with third parties

3.10 Without limiting our rights under Clause 24 and/or 25, we may require you to

terminate your arrangements with any Approved Third Party, Agent, Counsel or

sub-contractor (and not use such Approved Third Party, Agent, Counsel or sub-

contractor to undertake Contract Work or work in relation to Contract Work) if

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the standard of such work undertaken by or any other acts or omissions of such

Approved Third Party, Agent, Counsel or sub-contractor is or are such as to

entitle us to terminate this Contract (including pursuant to Clause 24.14).

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4. Financial disclosure and risk

Audited or certified accounts

4.1 You must maintain annual accounts as required by applicable law (including the

Companies Act 2006) and in accordance with any Relevant Professional Body

rules, which as a minimum must include the following:

(a) profit and loss accounts;

(b) a balance sheet;

(c) a cash flow statement for the accounting period;

(d) full notes to the accounts which must include a complete statement of all

the accounting policies adopted;

(e) where relevant, as stipulated in the Specification, details of the Monthly

Payments received by you from us in the relevant accounting period and

details of all Payments on Account received by you in the relevant

accounting period in respect of Contract Work for which you have not at

the end of such period submitted an invoice to us together with

explanatory notes in respect of such accounts; and

(f) in the case of a Not For Profit Organisation, such other accounts as may

have to be submitted to the Charity Commission of England and Wales

and/or the Registrar of Companies.

4.2 Each annual accounting period must start when the previous one ended. You

must have your accounts audited or examined as required by applicable law

(including the Companies Act 2006) and in accordance with any Relevant

Professional Body rules. You must produce evidence from the auditor or

examiner confirming the results of the audit, or examination, and the outcome to

us when requested pursuant to Clause 9.1. You must notify us within 14 days if

the auditor or examiner either refuses to certify your accounts or qualifies them.

Financial disclosure

4.3 You must disclose your annual accounts to us in accordance with any Relevant

Professional Body rules when requested pursuant to Clause 9.1.

4.4 In addition and without limiting Clause 9.1, if:

(a) you are under Official Investigation;

(b) you have exceeded your Maximum PoA Limit;

(c) your accounts are not audited and/or certified by an independent

accountant or the independent auditor qualifies your accounts;

(d) your financial position is such that we consider that there is a significant

risk to your Clients or public funds; or

(e) we have any reasonable concerns about your financial position,

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you must within 14 days of our request disclose to us such other financial

information as we reasonably require about you (including information about

your monthly management accounts, Bank Covenants, Bank Facilities and your

and your partners’ and/or directors’ loan agreements and details of other assets

and liabilities) and/or about Contract Work (and any other work secured by us).

Indemnities and guarantees from Providers

4.5 If you are a limited company or an organisation with limited liability or if you are

a partnership and any of your partners is an organisation with limited liability,

then, unless you are a registered charity, we may at any time while this Contract

is in force, require from you, and you must provide to us, indemnities and

guarantees by such date and in such form as we may reasonably request from

the ultimate owners of your organisation and/or such persons as we might

reasonably regard as being Controllers and/or senior managers of your

organisation and/or where you are a limited company, from any company which

is your holding company.

4.6 Without prejudice to any other obligation under this Contract you must

immediately inform us of any change in, or addition to, your owners (including

without limitation partners, Members of LLPs, shareholders and directors) or

Controllers and ensure that such persons each provide indemnities and

guarantees by such date and in such form as we may reasonably request.

Maintaining financial records

4.7 You must maintain records of the information referred to in Clauses 4.1 and 4.3

in accordance with Clause 8.6.

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5. Equality and diversity

Our obligations

5.1 We have a duty, in accordance with section 149 of the Equality Act 2010 to have

due regard to the need to:

(a) eliminate discrimination, harassment, victimisation and any other conduct

prohibited by or under the Equality Act 2010;

(b) advance equality of opportunity between persons who share a Relevant

Protected Characteristic and persons who do not share it; and

(c) foster good relations between persons who share a Relevant Protected

Characteristic and persons who do not share it.

and you must use your best endeavours to assist us, and to co-operate with us,

to enable us to comply with our duties.

Your obligations

5.2 To help us to comply with our duty under the Equality Act 2010, you must:

(a) have regard to the Equality and Diversity Guidance;

(b) have a written equality and diversity policy that, as a minimum, must

include:

(i) a commitment to the principles of equality and diversity and to

observing legislative requirements;

(ii) how you will meet the diverse needs of the Clients and local

community or communities that you serve;

(iii) how you will implement, monitor, evaluate and update the policy;

(iv) how you intend to ensure equality in relation to your personnel,

Clients, potential Clients and other third parties appointed by you in

accordance with Clause 3;

(v) identification of a senior person within your organisation with

responsibility for the policy and its effective implementation;

(vi) how complaints and issues are to be dealt with;

(vii) requirements that no members of your personnel unlawfully

discriminate in dealings with other members of your personnel,

Clients, potential Clients or other third parties appointed by you in

accordance with Clause 3,

the “Equality and Diversity Policy”;

(c) have and implement an equality and diversity training plan for your

personnel;

(d) have and implement a communications plan to promote your policies and

procedures for ensuring that your services are accessible for people with a

January 2021

disability and meet the language needs of the Clients you serve in your

locality; and

(e) review any of your policies and plans referred to above in operation at least

once during the Contract Period (and more regularly if you or we identify

any non-compliance with your Equality and Diversity Policy or plans or any

failure of your Equality and Diversity Policy to comply with Clause 5.2(b) or

complaints relating to equality and/or diversity are made by Clients,

potential Clients or your personnel). You must take prompt and effective

corrective action if you identify any such non-compliance or receive any

such complaint (including undertaking additional reviews), or if you are

failing to meet the objectives contained within such policy and plans and/or

if such policies and plans do not comply with this Contract.

5.3 Without limiting the generality of any other provision of this Contract, you must

not unlawfully discriminate, and must take all reasonable steps to ensure that

your personnel do not unlawfully discriminate as provided by the Equality Act

2010.

5.4 Without limiting the generality of any other provision of this Contract, you must

not have been found by a competent court or tribunal at any time to have

unlawfully discriminated against any Client or potential Client.

5.5 To help us to comply with our statutory obligations in relation to equalities and

diversities, you must at our request use your best endeavours to provide us with

equality and diversity information in accordance with the Equality and Diversity

Guidance. This includes information about Clients (including on gender, race,

ethnicity, age and disabilities) and your personnel. This helps us to carry out

equality impact assessments and make decisions that better take account of any

equality and diversity needs of Clients and potential Clients.

January 2021

6. Logos and marketing

Use of Promotional Items and other intellectual property

6.1 While this Contract is in force you may describe yourself as a Provider and may

use Promotional Items in accordance with our quality mark guidelines published

on our website from time to time.

6.2 You will not:

(a) use, market or exploit the Promotional Items for any purpose other than in

accordance with the provisions of this Contract;

(b) adopt, use or register any word or symbol or combination of words or

symbols which is confusingly similar to any trademarks or logos used by us

(whether registered or not); or

(c) use in connection with this Contract any other trade mark, service mark

and/or logo that so nearly resembles one or more of our trade marks

(whether registered or not) as to be likely to cause confusion or deception.

6.3 The benefit of the use of the Promotional Items and any additional goodwill

accrued as a result of your activities under this Contract will vest in and is

hereby assigned to us. You agree to execute such documents and do such other

things as we may reasonably request, including after this Contract ends, to

confirm any such rights to us.

6.4 If any use by you of the Promotional Items does not conform in any respect with

the use as approved by us, we may so inform you and you must cease such use

immediately.

Restrictions on how you may market your services

6.5 Neither you, nor any person representing you, (either directly or indirectly) may

market your ability to perform Contract Work by means of:

(a) unsolicited visits; or

(b) unsolicited telephone calls

and any work carried out for any person who contacted you as a result of (a) or

(b) above is not Contract Work (and is not payable by us).

6.6 Neither you, nor any person representing you, may provide any inducement,

including any money or other gifts to a Client or potential Client.

Restrictions on the name of your organisation

6.7 You may not name or describe your organisation to any person (whether

verbally or in written form) as:

(a) a community legal advice centre (“CLAC”) commissioned by the LSC either

on its own or jointly with another body;

(b) a community legal advice network ("CLAN”) commissioned by the LSC

either on its own or jointly with another body;

January 2021

(c) the "LSC Criminal Defence Service ("CDS")” established under the Access

to Justice Act 1999;

(d) the "LSC Community Legal Service ("CLS")" established under the Access

to Justice Act 1999;

(e) or any name which in our reasonable view is confusingly similar to those

listed in Clause 6.7(a) to (d) above,

without our prior written consent.

Paying referral fees

6.8 You must not make any payment, or provide any other benefit, to any third

party (including any other Provider) for the referral or introduction (directly or

indirectly) of any Client or potential Client to you.

Receiving referral fees

6.9 You must not receive any payment, or any other benefit, from any person or

body (including any other Provider) for the referral or introduction (directly or

indirectly) of any Client or potential Client by you unless the services to be

provided pursuant to the referral or introduction are not services for which the

Client or potential Client would be eligible under the Legal Aid Legislation.

Payment presumption

6.10 Where you:

(a) make any payment or provide any other benefit; or

(b) receive any payment or any other benefit;

in circumstances that suggest a possible breach of Clauses 6.8 or 6.9, the

presumption will be that the payment or benefit was made, provided or received

in breach of this Contract and the onus will be on you to show that was not the

case.

6.11 For the purpose of Clauses 6.8 to 6.10, payment or receipt of payment for

Contract Work properly due under the terms of this Contract in compliance with

Clause 14.2 to 14.5 inclusive is not a “payment” or “other benefit”.

January 2021

7. Your obligations, looking after Clients, compliance and self-monitoring

Providing Contract Work

7.1 You must comply with the Contract Documents.

Clients’ interests and independence

7.2 In performing Contract Work, you must act in the best interests of your Clients

and be uninfluenced by any factor other than the Clients’ (and potential Clients’)

best interests. Any breach by you of this Clause 7.2 may be deemed to be a

Fundamental Breach.

7.3 Where you instruct Counsel or an in-house advocate holding higher rights of

audience to conduct advocacy services, before giving such instructions you must,

save where the circumstances of the case mean that it is not practicable or

appropriate to do so, consult the Client about the use and the selection of

Counsel or in-house advocate and advise the Client of:

(a) the name;

(b) status;

(c) experience; and

(d) suitability,

of this Counsel or in-house advocate to conduct advocacy in each such case

having regard to the nature of that case and its complexity and the existence of

alternative Counsel or in-house advocate whom the Client may choose to be

instructed (subject to availability). In circumstances where you have determined

through your reasonable enquiries that there is no alternative Counsel or in-

house advocate actually available, you must also advise the Client of that fact.

7.4 Where Counsel or an in-house advocate is instructed pursuant to Clause 7.3; if

the chosen Counsel or in-house advocate becomes unavailable you must take all

reasonable steps to instruct another Counsel or in-house advocate of equivalent

standing and, so far as is practicable, advise the Client of the merits and

suitability of the proposed replacement.

7.5 You must keep a Record (in accordance with the provisions of Clauses 8.3 and

8.4) to demonstrate your compliance with Clause 7.3.

7.6 If you become aware of any act or omission that would justify a claim against

you by a Client, you must promptly advise the Client to obtain independent

advice (and keep a copy of your letter on the Client’s file).

Indemnity insurance

7.7 You must have and maintain during the Contract Period and for a period of six

years following the expiry and/or termination of this Contract, professional

indemnity insurance with an insurer who is regulated by the Financial Conduct

Authority and which is sufficient to cover your liabilities under this Contract,

having due regard to the type of Contract Work you undertake and the

associated risks.

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7.8 Subject to Clause 7.7, unless you are a registered charity, as a minimum, you

must have professional indemnity insurance which provides at least the cover

required for you as specified by any Relevant Professional Body from time to

time. If you are a registered charity, you must have professional indemnity

insurance which is compliant with the requirements of any Relevant Professional

Body and which must as a minimum be reasonably equivalent to that required

under the Solicitors Regulation Authority’s indemnity insurance rules taking into

account the nature and extent of the risks associated with the work you

undertake.

Demonstrating compliance to us

7.9 You must demonstrate to our reasonable satisfaction that you are complying

with, and have at all times while it has been in force complied with, this

Contract. You must demonstrate this when we are Auditing you and at such

other times as we may require in accordance with this Contract.

Client service, file management and monitoring your performance

7.10 You must have client service procedures that ensure that Clients are provided

with appropriate information (including where relevant, information on costs

incurred) in respect of their Matter or case.

7.11 You must effectively monitor your performance under, and compliance with, this

Contract. You must take prompt and effective corrective action if your

monitoring identifies any failure of or deficiency in performance or compliance, in

particular in respect of the following:

(a) the quality of your advice to, and other legal work for, Clients;

(b) the quality of your Client service; and

(c) Clients’ perceptions of the service they have received from you,

and as part of this monitoring, you must undertake periodic Client satisfaction

surveys.

7.12 You must have and comply with a procedure for dealing with Client complaints.

Such procedure must enable you to determine such complaints rapidly and fairly

and include a process for review of Client complaints and corrective action to

prevent any future similar complaints.

Access to the Manual

7.13 You must have on-line access to the Manual.

Legislation and rules you must comply with

7.14 You must comply with all relevant legislation (including all Legal Aid Legislation).

Where you provide Contract Work within Wales, you should ensure it is

accessible to, and understandable by, Clients whose language of choice is Welsh,

in accordance with the Welsh Language Act 1993 and Welsh Language (Wales)

Measure 2011 and any other statutory instruments which come into force from

time to time under the Welsh Language Act 1993. You shall comply with all

guidance, codes of conduct and compliance notices that are issued by the Welsh

Language Commissioner from time to time. Where you carry out Contract Work,

without limiting your foregoing obligations, you must, in complying with Legal

January 2021

Aid Legislation, have regard to the Lord Chancellor’s Guidance and must comply

with the Lord Chancellor’s Directions and the terms of any Authorisations.

7.15 You must comply with any Relevant Professional Body rules.

Consents, authorisations and licences you must have

7.16 You must obtain and maintain in force throughout the Contract Period all

licences, permissions, authorisations, waivers and consents required from time

to time to perform Contract Work (including those required by any Relevant

Professional Body).

7.17 You must notify us in writing in accordance with Clause 21.10 if you are unable

to comply with your obligations in Clause 7.16. Any material breach by you of

Clause 7.16 will be deemed to be a Fundamental Breach. You will take

appropriate action to remedy such breach. Any such action taken by you shall

not affect any rights and remedies we may have in relation to the breach.

Claiming payment from Clients or Former Clients

7.18 Except where this Contract or Legal Aid Legislation so provides, you must not

claim or seek to claim any payment from any Client or Former Client for any

Contract Work or for any work that was performed in your or your Client’s or

Former Client’s reasonable belief that it was Contract Work.

IT System

7.19 You must have an IT System which enables you to perform your obligations

under this Contract. Subject to Clause 7.20 below, your IT System must include

the following as a minimum:

(a) a system to identify all your Contract Work files;

(b) a system to enable you to identify Client conflicts;

(c) a system for identifying relevant Matters and cases when acting for a Client

in a number of Matters and/or cases;

(d) a system for accessing a list of all Matters and cases that are open and

closed (where relevant);

(e) a system which identifies key dates in respect of any Matter and/or case;

(f) a time recording system for all Matters and cases;

(g) a system for identifying an up-to-date record of the value of your work in

progress (including disbursements shown separately) on all Matters and

cases;

(h) access to our website;

(i) access to your Online Account;

(j) at least one operational email account, which must be able to send and

receive emails which may contain sensitive information over the

Government Secure Intranet; and

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(k) a system that is capable of being used and/or adapted by you to work

electronically with other agencies, departments or organisations as and

when required. This means (without limitation) that the system must:

(ii) (i) be able to accommodate and accept, receive and send

evidence; be able to connect to any relevant “internet protocol”

based video conference system; and

(iii) be able to archive digital material which shall constitute a Record for

the purposes of this Contract.

7.20 The requirement at 7.19(j) above shall only apply where we have provided you

with not less than 3 months’ written notice of the date by which such email

account must be operational.

Individual fee earner IT requirements

7.21 All personnel who require it must have access to an operational email account

which must:

(a) be able to send and receive emails, which may contain sensitive

information over the Government Secure Intranet; and

(b) be used as the address by which relevant agencies, departments or

organisations may serve or make available evidence and communicate

electronically with you.

The Online Service

7.22 You must have an Online Account. Access to your Online Account is available via

our website.

7.23 If we require you in accordance with the Contract to provide information in

connection with Contract Work to us electronically, including through your Online

Account, you must do so and, subject to Clause 7.24, we will not accept such

information submitted by any other means of delivery.

7.24 Where you are required to provide information to us through your Online

Account, to the extent that the Online Service is unavailable you must notify us

and you must send to us the information by such method as we may reasonably

require including by fax, post or any reasonable electronic method. Provided that

you have complied with your obligations in this Clause 7.24, you shall not be

deemed to be in breach of your obligation to provide us with the relevant

information through your Online Account.

Business Continuity Plan

7.25 You must have at all times a Business Continuity Plan which conforms with Good

Industry Practice and make it available to us (or our agents) at our request for

inspection. You must review and test the Business Continuity Plan at least

annually and correct any deficiencies identified during testing or implementation

of that plan.

7.26 You must use all reasonable endeavours to prevent the loss, disclosure or

corruption of any information relating to Contract Work held by you on your IT

System. You must make up-to-date daily back-ups of such information which is

in electronic format and store such backups on a regular basis offsite. If an

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Unplanned Interruption occurs, which significantly impacts on your ability to

perform Contract Work you will promptly notify us and provide details of the

remedial action taken by you. You must ensure that all information relating to

Contract Work held on your IT System can be recovered as soon as reasonably

practicable following an Unplanned Interruption.

Environment

7.27 You shall throughout the Contract Period work with us in improving the effects of

Contract Work on the environment.

7.28 You shall improve the environmental efficiency of the provision of Contract Work

and provide a flexible approach to the management of such work. This may

include the use of energy efficient vehicles, the reduction, reuse and recycling of

waste generated, using energy for buildings and equipment in an efficient

manner and use and reuse of water and other resources in an efficient manner.

You will also at all times demonstrate to us a commitment to comply with

environmental legislation applicable to your obligations in this Contract.

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8. Keeping records and completing and returning forms

Contract Work files

8.1 You must maintain a file for each Matter and/or case. Files, including electronic

files, must be maintained in an orderly manner, showing all correspondence,

attendance notes and disbursements on the relevant Matter or case, what

Contract Work was performed, when it was performed and by whom, how it was

performed and how long it took.

Recording information

8.2 You must record all information required by this Contract promptly and

accurately and in accordance with this Contract. Material or repeated failure to

do so shall be deemed to be a Fundamental Breach.

Records you must maintain

8.3 You must maintain true, accurate and complete records of all activities you

undertake in connection with this Contract (“Records”), including:

(a) records of how you have (in accordance with Clause 7.9) effectively

monitored your performance under and compliance with, this Contract, and

the corrective action you have taken (if any);

(b) records of any Client complaints received and how they have been

handled;

(c) the results of any Client satisfaction surveys;

(d) the results and reports of any internal (by you) and external (by us or a

third party) audits, including any Audit (such as audits of your compliance

with the Quality Standard by any third party);

(e) records of all identified non-compliances of the Contract and the corrective

action taken;

(f) details of the operation of your Equality and Diversity Policy, procedures

and communications and an assessment of its effectiveness;

(g) information about your organisation for internal use including office

manuals and information relating to your Clients;

(h) the annual accounts and information referred to in Clause 4.1, and 4.3;

(i) a comprehensive record of findings for each file review you undertake

including records and details of corrective action taken to improve

performance;

(j) the identity of, and work performed by:

(i) any Agents, Counsel and sub-contractors you have instructed to carry

out Contract Work pursuant to Clause 3; and

(ii) Approved Third Parties;

(k) files for each Matter and/or case referred to in Clause 8.1;

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(l) up-to-date records (including accurate values) of current work in

progress in respect of all Contract Work; and

(m) advice to Clients regarding the choice of Counsel or in-house advocate

instructed to provide advocacy services, including the existence of

alternative Counsel or in-house advocate, any enquiries made by you

regarding Counsel or in-house advocate and/or their availability and any

case in which you have advised the Client that there is no alternative

Counsel or in-house advocate available, as referred to in Clause 7.3;

8.4 Records maintained pursuant to Clause 8.3 must be sufficient:

(a) to verify and demonstrate performance of and compliance with your

obligations under this Contract;

(b) to verify and demonstrate the accuracy of information supplied by you in

respect of Contract Work;

(c) to enable Assessments to be performed;

(d) to verify and demonstrate the accuracy of all information supplied by

you under or in connection with Clause 14;

(e) to facilitate an Official Investigation; and

(f) for such other purposes as we reasonably consider necessary in

connection with our statutory duties or functions.

Storing files and Records

8.5 You must securely store all files which are required to be created and maintained

in accordance with Clause 8.1 above together with all documents provided to

you by or on behalf of your Client, a court or any Relevant Professional Body

which relate to Contract Work carried out for a Client. You must have in place

appropriate security procedures to ensure that non-authorised persons do not

gain access to such information.

8.6 You must maintain Records (excluding Contract Work files) for a period of six

years from the date the relevant Record is created, save where such Records are

required to be maintained for longer as required by applicable law or by any

Relevant Professional Body. In these cases you must maintain such records in

accordance with such requirements (and if more than one such body specifies a

period, it shall be the longest period for the purpose of this Clause 8.6).

8.7 Subject to Clause 8.8, you must securely retain all the Contract Work files

(including all documents originally placed on the file, and file records) of all

Clients for whom you have performed work under this Contract or any prior

agreement with us for any Contract Work (or equivalent) covered by this

Contract until the later of the date you are required by law and/or your Relevant

Professional Body (and if more than one such body specifies a period, it shall be

the longest period for the purpose of this Clause 8.7) to retain the same and the

end of the period of six years from the date of the last of the following events to

occur:

(a) you have correctly reported closure of the Matter or case to us;

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(b) a final Claim for your work on the Matter or case has been submitted to us;

or

(c) all payments in respect of the Matter or case have been made.

8.8 You need not retain closed files (or copies of them) if the Matter or case has

been transferred elsewhere at the Client’s request, including if they have

changed Provider. However, you should retain copies if, without them, there is a

risk that you will be unable to demonstrate compliance, as required by Clause 7.

Where a Client has changed Provider, obtaining an irrevocable undertaking from

the new Provider to return the file, should it be required for Audit purposes, will

be sufficient.

8.9 Without limiting our rights under Clause 9.1, Records may be held by you

pursuant to this Clause 8 in any manner, provided that you are able to comply

with your obligations to provide such information to us in accordance with

Clauses 8 and 9.

Electronic files

8.10 In respect of Contract Work files which you hold electronically, you must ensure

that such electronic files contain an accurate and complete record of all matters

which would have been included had such file been a paper file, including:

(a) ensuring that documents are held in pdf format; and

(b) in relation to any paper documents which you save in electronic format for

storage, having a process in place (and you must comply with such

process) for ensuring that electronic copies are accurate copies of the

corresponding paper document.

Forms you have to complete

8.11 You must complete, and return to us within such period as we may specify, such

Contract Report Forms as we may reasonably specify. We will give you at least

28 days’ notice of the introduction of any new Contract Report Forms (including

for the avoidance of doubt, any electronic Contract Report Forms) and of any

amendments to any Contract Report Forms.

Lien over Client files

8.12 By virtue of performing Contract Work you do not obtain any lien over any Client

files or any other rights in the work or documents relating to them.

Provider intellectual property rights

8.13 Subject to Clause 8.12 and unless provided otherwise in this Contract, we shall

not receive any right, title or interest in respect of the intellectual property rights

owned by you in respect of any document produced by you for your Clients.

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9. Provision of information and access to your premises

Information you must provide and within what period

9.1 We may from time to time require you to provide us with Records in connection

with the performance of your obligations under this Contract, including during

any Audit. You will provide us with the same promptly and in any event within

ten Business Days or such other time period as we may reasonably specify. If

any such Records are held by a third party you must promptly, upon receipt of

our request, arrange for such Records to be sent to us.

Audits and Official Investigations

9.2 At any time during the Contract Period we may conduct an Audit and you will, if

we request, in order to enable us to conduct an Audit grant to us, our

employees, agents or any statutory or regulatory body on not less than 48 hours

notice (or immediately upon request where you are subject to any Official

Investigation) access to any premises (occupied, owned, leased or controlled by

you) during Business Hours from which you are performing your obligations

under this Contract.

9.3 We may also undertake an Audit after the end of the Contract Period where:

(a) you are performing Remainder Work;

(b) any Claims are outstanding (including where any Assessment has not been

completed) or have not been submitted; or

(c) to conduct an Official Investigation.

9.4 Once we have notified you that an Official Investigation is to take place, unless

you have our prior consent you must not remove any Records from your

premises. If we require access to any Records which are not held at your

premises you will promptly, at our direction, either arrange for us to have access

to such Records at the location where these are held (including access to

premises of sub-contractors) or arrange for such Records to be sent to your

premises to which we have access. For the purposes of this Clause 9.4, you must

ensure that any agreement you have with any sub-contractor you appoint

pursuant to Clause 3 includes a directly enforceable right for us to enter their

premises to access any Records held at such premises.

Quality Standard Audits

9.5 At our request you must submit to us, by such date as we may reasonably

specify, information regarding your Quality Standard. This may include

information in respect of the expiry date of your Quality Standard, or the dates

of planned or completed audits where your Quality Standard is audited by a third

party. You must write to us with the outcome of the third party’s audit and

provide us with a copy of their report within seven days of your receipt of it. You

must ensure that the third party is aware of this provision and consents to it.

Co-operation, assistance and facilities you must provide during an Audit

9.6 You must co-operate with us, our employees, agents or any statutory or

regulatory body during any Audit (including when you are subject to an Official

Investigation) carried out by us. You must provide all such explanations and

answer truthfully, fully and promptly all questions which are put to you by any

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person carrying out the Audit and which relate to this Contract. You must, as

soon as we require it, provide us with such assistance and facilities as we may

reasonably require including the following:

(a) such facilities as any person carrying out the Audit may request to facilitate

the Audit to take place including private interviewing facilities;

(b) making available your personnel and sub-contractors appointed by you in

accordance with Clause 3 and their personnel and your representatives for

meetings with any person carrying out the Audit as requested;

(c) making available any Records in connection with the performance of your

obligations under this Contract as any person carrying out the Audit may

request including providing assistance in accessing such Records in the

format we require (including electronic and paper format);

(d) produce Records which are held on computer or on microfilm or otherwise

(and in each case wherever located) convert them into a readily legible

document or any other record which any person carrying out the Audit may

request;

(e) provide to us in a readily legible form copies of Records requested by us

(and/or permit any person carrying out the Audit to copy Records using

any reasonable means required by such person, at your expense) and we

shall be entitled to remove such copies and hold them elsewhere;

(f) in the case of an Official Investigation only, provide access to any Records

held on your computer systems (and/or the computer systems of any sub-

contractors on which such Records are held or are reasonably believed by

us or our agents or a statutory or regulatory body to be held) (including

images of the hard drive).

Unless we agree otherwise, your Contract Liaison Manager must be available to

us during any Audit.

9.7 Any breach by you of any of Clauses 9.1 to 9.6 will be deemed to be a

Fundamental Breach.

Costs of Audit

9.8 If Clause 14.21 applies you shall reimburse us with the Reasonable Costs we

incur in conducting the relevant further Audit.

Keeping Records about Contract Work separately from information about other

work

9.9 You must be able to provide Records about Contract Work and your performance

under and compliance with this Contract (including Records in respect of time

recording and invoicing) separately from other information about any other

services you perform. If you have information about other services, you must

ensure that this does not prevent you from complying with this Contract,

including on the ground of privilege.

Failure to provide required access or Records

9.10 If you fail to co-operate, provide access or Records as required by Clauses 7, 8

or 9 we have reasonable grounds to believe that there is a risk to Clients and/or

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public funds. We may, therefore, without limiting our rights to apply any

Sanction in accordance with Clause 24.1, suspend your authority to start new

Matters and cases and your entitlement to receive payment from us.

Mystery shopping

9.11 At our cost, as part of our Assessment of your performance and compliance, our

representatives may telephone, visit or otherwise contact you as if they were a

Client and report the outcome to us. You must ensure that your personnel know

that we may do this. If we do assess you in this way we will, except so far as it

may conflict with any provision of this Contract, follow the Market Research

Society Code of Conduct.

9.12 When we have evaluated it, we will provide you with the information we obtain

from any Assessment under Clause 9.11.

Client satisfaction surveys

9.13 You must permit us to carry out surveys of Clients and must provide us with

such information as we may require for such purpose.

9.14 If you request it, we will provide you with the information we obtain in any of the

surveys of Clients (and Former Clients) for whom you have performed Contract

Work.

Obtaining a Report

9.15 You authorise us to obtain a Report if at any time we have good reason to

suspect serious professional misconduct, breaches of Legal Aid Legislation with

which you are required to comply (if any) or dishonesty by:

(a) you (whether or not you are under Official Investigation); or

(b) any of your personnel who have been, or may be, involved in Contract

Work; or

(c) any of your partners, directors; shareholders or Members of LLPs; or

(d) any of your Controllers; or

(e) any third parties appointed by you in accordance with Clause 3.

9.16 You must use all reasonable endeavours to ensure that individuals referred to in

Clauses 9.15 that may be required to give consent to enable such Reports to be

given to us, do so.

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10. Standard of Contract Work

Standard of Contract Work

10.1 You must at all times perform Contract Work in a timely manner and with all

reasonable skill, care and diligence.

10.2 You must at all times hold the Quality Standard.

Your personnel

10.3 You must have in place processes to ensure that personnel that perform

Contract Work are allocated work according to the role they are required to fulfil

and on the basis of their skills, competence and capacity and any requirements

set out in the Specification.

10.4 You must not permit or require any person to provide Contract Work or work in

connection with Contract Work who:

(a) refuses to consent to our obtaining status reports on them, including from

any Relevant Professional Body;

(b) we notify you that we reasonably believe is unsuitable to perform such

work and our reasons for this; or

(c) is excluded from performing such work by an order or direction of a court,

tribunal, professional body or regulator with power to do so.

10.5 If we wish to obtain information about you or any of your personnel from any

Relevant Professional Body and we require your consent, or the consent of any

of your personnel, to do so, you must provide your consent and must use all

reasonable endeavours to ensure that those of your personnel, whose consent is

required, shall do so.

Independent Peer Review Process

10.6 You agree to the standard of your Contract Work being assessed by the

Independent Peer Review Process and promptly to provide such information,

Matter files and case files as may be required for that purpose. Both you and we

agree to accept the validity of the Independent Peer Review Process and to be

bound by the outcome of the Independent Peer Review Process. The

Independent Peer Review Process and an explanation of the ratings (1-5) are

available on our website and from your Contract Manager.

10.7 In each Category of Law, your Contract Work must receive a rating of either 1, 2

or 3 as determined by the Independent Peer Review Process. If you receive a

rating of either 1, 2 or 3, we will not require you to reimburse us for the

standard costs that are charged to us by those we instruct to carry out Peer

Reviews.

10.8 If your Contract Work in any Category of Law receives a rating of either 4 or 5 as

determined by the Independent Peer Review Process at the initial Peer Review,

you may make representations in accordance with such process. If your original

rating is upheld this is a material breach of Contract and, without limiting our

rights to apply any Sanction in accordance with Clause 24.1, you will reimburse

us for the standard costs that are charged to us by those we instruct to carry out

that initial Peer Review.

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10.9 If your Contract Work in any Category of Law receives a rating of either 4 or 5 as

determined by the Independent Peer Review Process at the second Peer Review,

you may make representations in accordance with such process. If your original

rating of either 4 or 5 is upheld, this confirms the outcome of the Independent

Peer Review Process and is a Fundamental Breach. In these circumstances, and

without limiting our rights to apply any Sanction in accordance with Clause 24.1,

you will reimburse us for the standard costs that are charged to us by those we

instruct to carry out that second Peer Review.

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11. KPIs

Compliance with the KPIs

11.1 You must meet each of the KPIs in accordance with the Specification.

11.2 The primary purpose of the KPIs is to assist in monitoring your performance

under this Contract and identifying areas of concern.

11.3 If you fail to meet a KPI we will:

(a) offer you the opportunity to discuss with us the reasons for your failure to

meet such KPI;

(b) consider whether it is appropriate for us to agree an action plan to remedy

such failure and/or ensure that such failure is not repeated. If we agree

such an action plan you will thereafter comply with it; and

(c) other than in accordance with Clause 24.4 take into account the severity of

the failure to meet the KPI, the number of previous failures to meet the

KPI in question, any term of the Specification in relation to the relevant KPI

and/or how many other KPIs you have previously failed to meet.

11.4 In relation to KPIs 6 and 7 if you fail to meet a KPI we will not apply a Sanction:

(a) without our Contract Manager offering you the opportunity to discuss

with us the reasons for your failure to meet such KPI;

(b) without considering whether, instead of imposing a Sanction, it is

appropriate for us to agree an action plan to remedy such failure

and/or ensure that such failure is not repeated. If we agree such an

action plan you will thereafter comply with it; and

(c) other than in accordance with Clause 24.4, and in considering

whether it is proportionate and/or reasonable for us to apply a

Sanction in respect of such failure for the purposes of Clause 24.4 we

will, without limitation, take into account the severity of the failure to

meet the KPI in question, any term of the Specification in relation to

the relevant KPI and/or how many other KPIs you have previously

failed to meet.

11.5 We may use your performance against the KPIs as measures that may cause us

to raise enquiries with you, conduct an Audit or further monitoring of your

performance.

11.6 We may use your performance against the KPIs as entry or selection criteria for

future contracts.

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12. Contract Documents and precedence

Contract Documents and precedence

12.1 The Contract Documents, being the documents which form part of this Contract,

are listed below. We will provide you with signed copies (which may be an

electronic copy) of the Contract for Signature and your Schedules. You hereby

acknowledge and agree that you have read and understood the Standard Terms

and Specification (each of which are available on our website). Unless one

provision is stated expressly to override, or to be subject to another, then in the

event of any conflict between any of the provisions of the Contract Documents,

the conflict will be resolved according to the following order of priority:

(a) the Contract for Signature (including the annex);

(b) the Standard Terms;

(c) the Schedule(s); and

(d) the Specification.

Contract for Signature

12.2 Your Contract for Signature will set out the Schedule(s) which are applicable to

you.

Schedule content

12.3 A Schedule sets out the Contract Work that you are authorised to perform, any

bespoke contract terms that apply to your provision of Contract Work, volumes

of Contract Work and the Office(s) from which you perform Contract Work.

Specification content

12.4 The Specification contains rules governing the day to day performance of

Contract Work including, but not limited to:

(a) the Contract Work that you are authorised to perform;

(b) provisions relating to remuneration for Contract Work, Assessment,

including information on how Assessments are carried out;

(c) details relating to the day to day performance of Contract Work such as

how you must (and must not) perform it and how you must report it (and

the cost of it) to us;

(d) information on how the value of Contract Work may be calculated, on how

payment reviews will be carried out and how we reconcile accounts;

(e) information on how we manage and how you must manage your account

with us (as described in Clause 14.1);

(f) information you must provide or send to us;

(g) details of operational requirements; and

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(h) information on other issues relating to the meaning and operation of (and

compliance with) this Contract.

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13. Amendments to the Contract Documents

13.1 Nothing in this Clause 13 gives us the right to amend the Contract to the

extent that the Public Contracts Regulations 2015 require a new procurement

procedure to be instigated. If we wish to make any such amendments to the

Contract we will not amend this Contract but may instead terminate it in whole

or part under Clause 25. The remaining provisions of this Clause 13 shall be

limited by this Clause 13.1.

Amending the Contract to reflect the Lord Chancellor’s legislative changes

13.2 We may amend the Contract to reflect the Lord Chancellor’s legislative changes

as set out at Clause 13.3.

13.3 The Lord Chancellor’s legislative changes include:

(a) any changes the Lord Chancellor may make to Legal Aid Legislation

pursuant to:

(i) section 2(3) of the Act (regulations making provision about the

payment of remuneration by the Lord Chancellor to persons who

provide services under arrangements made by the purposes of Part 1

of the Act);

(ii) section 9 of the Act (orders modifying Schedule 1 to the Act);

(iii) section 11 of the Act (criteria for qualifying for civil legal services);

(iv) section 12 of the Act (determinations);

(v) any power to make secondary legislation under Part 1 and 4 of the

Act; and

(b) any changes the Lord Chancellor may make to other legislation, including

by way of Statutory Instrument as defined in the Statutory Instruments

Act 1946, which we reasonably believe requires a change to how Contract

Work is undertaken and paid for.

Amending the Contract to take account of other legislative changes

13.4 We may also make such amendments to the Contract as we consider necessary

in the circumstances:

(a) to comply with, or take account of, any U.K. legislation ;

(b) as a result of any decision of a U.K. court or tribunal, or a decision of the

European Court of Human Rights or of the European Court of Justice or any

other institution of the European Union;

(c) to comply with the requirements of any regulatory body or tax or similar

authority.

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Amending the Contract to take account of changes in the justice system

13.5 We may make such amendments to the Contract as we consider necessary in

the circumstances to comply with, or take account of any changes that may be

made to any element of the justice system, including changes to the justice

system made by the Lord Chancellor whether in legislation or not. Changes to

the justice system may without limitation include changes to:

(a) the immigration system;

(b) court, tribunal police and prosecution procedures;

(c) locations at which Clients are detained or hearings are held;

(d) locations of courts and/or police stations;

(e) any other part of the justice system which we reasonably believe requires a

change to how Contract Work is undertaken and paid for; or

(f) any procedural or administrative aspects of the justice system.

Amendments to the Contract Documents under Clauses 13.2, 13.4 and 13.5

13.6 Amendments under Clauses 13.2, 13.4 and 13.5 may include:

(a) amendments to any of the terms of a Schedule;

(b) changes to payment provisions;

(c) imposing controls not previously imposed;

(d) changes to any description of Contract Work; and

(e) amendments to the Specification.

Other amendments

13.7 Without limiting Clauses 13.2, 13.3, 13.4, 13.5 and 13.6 we may amend the

Contract with the Consultative Bodies’ agreement (such agreement not to be

unreasonably withheld or delayed). We may make such amendments without the

agreement of the Consultative Bodies if any Consultative Body unreasonably

withholds or delays their agreement.

Consultation

13.8 We may not amend the Contract pursuant to Clause 13.2, 13.4, 13.5 and 13.7

without prior consultation in accordance with Clauses 13.9 and 13.10.

13.9 If a proposed amendment affects only one Provider, we will consult with that

Provider. Otherwise, we will consult with the Consultative Bodies.

13.10 If we reasonably consider that there is an urgent need to make the amendment,

consultation with the Provider or the Consultative Bodies (as applicable) will last

three weeks or such lesser period as may be agreed with the Provider or the

Consultative Bodies from time to time. Otherwise such consultation will last six

weeks.

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Complying with amendments

13.11 Except as set out in Clause 13.12, you must comply with any amendment made

pursuant to this Clause 13 from such date as we may specify. Such date will be

not less than four weeks after notice of the amendment is given if we reasonably

consider that there is an urgent need for compliance with it and will be not less

than six weeks after the notice of amendment is given in any other case. We

may give a notice of amendment at any time after the end of the applicable

consultation period referred to in Clause 13.10.

13.12 Amendments made under Clause 13.7 above come into effect from such date

(which may be from the Contract Start Date) as:

(a) may be agreed with the Consultative Bodies (such agreement not to be

unreasonably withheld or delayed); or

(b) we may reasonably specify where agreement of any Consultative Body

pursuant to Clause 13.7 or 13.12(a) is unreasonably withheld or delayed.

Amendments proposed by you

13.13 You may request us to make any of the amendments to the Contract set out at

Clause 13.14. Subject to Clause 13.15, we will not unreasonably withhold or

delay our consent to such amendments, but any consent shall be subject to you

complying with any applicable notice requirements set out in the Contract.

13.14 The amendments you may request pursuant to Clause 13.13 are:

(a) the closure or relocation of any Office from which you deliver Contract

Work or any change in the Office from which you propose to deliver

Contract Work;

(b) the temporary or permanent reduction or cessation of any Contract Work;

or

(c) a change to your Quality Standard.

13.15 Without limitation, it shall be reasonable for us to withhold our consent to an

amendment requested by you pursuant to Clause 13.13 where we reasonably

believe that:

(a) had you submitted your application to be awarded this Contract or the right

to undertake the relevant Contract Work on the basis of the proposed

amendment:

(i) your application would not have complied with the requirements of

the procurement process in response to which such application was

submitted; or

(ii) it would have adversely affected our decision to award you this

Contract or the relevant Contract Work; or

(b) such amendment would adversely affect the services and/or quality of

services available to Clients or potential Clients; or

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(c) such amendment would constitute a new award of a contract for the

purposes of the Public Contracts Regulations 2015.

Application of Clause 13 to other provisions of the Contract

13.16 For the avoidance of doubt, the parties agree that any exercise by us or you of a

contractual right or obligation set out in the Contract which may result in any

change to the parties’ rights and obligations under the Contract or any document

referred to in the Contract are not changes for the purposes of Clause 13 (and

this Clause 13 does not apply to them) including, but not limited to:

(a) awarding or removing Delegated Functions or any allocations of Matter

Starts and issuing a new Schedule to confirm this;

(b) awarding or removing rota, slots and panel membership (as specified in the

Specification);

(c) applying a Sanction which affects the amount or type of Contract Work you

may undertake;

(d) requiring Agents, Approved Third Parties and/or Counsel appointed by you

to possess specified experience, qualification or panel membership under

Clause 3.5 or specifying maximum payments in respect of work carried out

by Approved Third Parties and Counsel under Clause 3.6;

(e) in relation to civil Contract Work, imposing a Maximum POA Limit,

unless and to the extent that the relevant provision of this Contract setting out

such right or obligation expressly applies this Clause 13.

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14. Your account with us, Claims, payments and Assessments

Your account with us

14.1 We will maintain an account (“your account”) of payments we make to you and

payments we receive from you (except payments to be credited to Clients’

accounts with us) in respect of this Contract and all other contracts you have

with us.

Submitting Claims

14.2 To be eligible for payment for Contract Work, you must submit a Claim for

payment on the relevant Matter or case in accordance with the provisions of this

Contract.

14.3 Without limiting your obligations in the Specification in respect of Claims your

Claims must be true, accurate and reasonable. Any breach of this Clause 14.3

shall be a material breach.

14.4 In making a Claim, you must have regard to the content of the relevant Costs

Assessment Manual.

14.5 You must submit each Claim to us within the time period specified in the

Specification. Otherwise, it can be difficult for us to forecast expenditure.

Persistent failure to submit Claims within the time periods specified may lead to

the issue of Sanctions (including termination) under Clause 24 and/or

termination under Clause 25.

Assessments

14.6 We are entitled to Assess all your Claims, except where this Contract or

legislation provides that Assessment is to be by another body.

14.7 We may not amend the Costs Assessment Manual without prior consultation with

the Consultative Bodies. Consultation will last no longer than 14 days. We will

give at least 28 days’ notice of any changes made under this Clause 14.7.

Payments

14.8 Subject to Clause 14.14 and the Specification, we will pay you either

electronically or online (this includes BACS, Faster Payments, CHAPS and other

relevant payment services) for the performance of Contract Work in accordance

with this Contract. Subject to our right to Assess Claims, when we have paid a

Claim that you submitted as a final Claim for a Matter or case, our payment is in

full and final settlement of all monies due from us in respect of that Matter or

case. All payments will be made as a Standard Monthly Payment unless you have

notified us that you require variable payments in which case, payments will be

made as a Variable Monthly Payment.

14.9 All payments and any other sums falling due under this Contract are exclusive of

VAT (unless expressly stated otherwise). If VAT is properly chargeable on any

Claim, we will pay VAT on that Claim in addition (unless the relevant amount has

been expressly stated to include VAT). If you omit to claim a sum to cover VAT

and seek to claim it from us later, we are not obliged to pay it, but will do so

where an occasional clerical error has caused the VAT sum to be omitted from a

Claim, subject to you notifying us of such omission within two years of the date

January 2021

when such VAT should have been charged. If you fail to notify us within such

period then the relevant amount shall be deemed to have been inclusive of VAT.

14.10 If we request it, you must promptly provide us with the details we specify about

any VAT arising under this Contract.

14.11 Where you submit a Claim for payment in accordance with Clause 14 we will:

(a) consider and verify the Claim in a timely manner; and

(b) make payment to you no later than a period of 30 days from the date on

which we have determined the Claim is valid and undisputed.

14.12 Where a Claim is included with a Contract Report Form submitted pursuant to

Paragraph 4.35 of the Specification the deadline for submission of that Contract

Report Form shall be considered to be the date of submission of that Claim for

the purposes of Clause 14.11 regardless of the actual date of submission (where

this is different);

14.13 Without prejudice to our rights under Clause 14.6, if we fail to comply with our

obligation under Clause 14.11(a) the Claim shall be regarded as valid and

undisputed for the purposes of Clause 14.11(b) only. For the avoidance of doubt;

this Clause does not affect our right to Assess any Claim following payment.

Set-off

14.14 We have the right to set-off against any amount payable by us to you under this

Contract or otherwise, any amount payable by you to us, under this Contract

(including under the Specification) or otherwise. For the avoidance of doubt,

when this Contract ends, any obligation to make payment is subject to this right

of set-off.

Overpayment or mispayment

14.15 We may issue a notice of Assessment or notice of a debt due to us in connection

with Contract Work, which has the effect of making the amount specified in it

payable to us, if:

(a) we have made an “overpayment or mispayment” to you; or

(b) in respect of a Matter or case, you have breached this Contract and, as a

result of the breach, we can demonstrate that we have incurred (or will

incur) a financial loss; or

(c) where you undertake civil Contract Work, you have failed to submit a

Claim, as required by this Contract, after having received a Payment on

Account from us in respect of the relevant Matter or case.

14.16 An “overpayment or mispayment” under this Clause 14 includes:

(a) any payment made in error;

(b) where payment has been made in respect of a Matter or

case, the amount of any subsequent reduction on

Assessment;

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(a) where payment has been made in respect of a Matter or case, any sum

which we are not required to pay (or you are not entitled to be paid) for

some or all of the work that you have carried out;

(b) any payment specified as such in the Specification.

14.17 If you become aware that any of the events set out in Clause 14.16 have

occurred you should notify us within seven days of becoming so aware to enable

us to adjust your account (or to require repayment) should we wish to do so and

shall promptly make any repayment requested by us.

14.18 Where the “overpayment or mispayment” provisions of this Clause 14 apply

because of a reduction of a Claim on Assessment then, unless we consider that

there is a risk to public funds, we will not seek repayment until any appeal

against the (initial) Assessment has concluded.

14.19 Any notice under Clause 14.15 will specify the amount of the overpayment or the

financial loss (as the case may be) and how the relevant criterion in Clause

14.15 is met. You shall pay us any amount shown as payable by you to us in a

notice issued under Clause 14.15 by no later than 14 days after the date of such

notice.

14.20 Unless we consider that there is a risk to public funds and subject to you

providing us on request with satisfactory documentary evidence supporting your

request, we will consider allowing you to make any repayment of more than

£5,000 required under this Clause 14 in a reasonable number of instalments or

by making a reasonable adjustment to your Monthly Payments provided that

repayment must be over the shortest reasonable period and must usually be

completed within 12 months.

Audits

14.21 If an Audit identifies that you have made any Claim(s) in excess of your

entitlement as specified in this Contract (including where your Claims result in

the circumstances in Clause 14.15(a) arising) (“Excess Claims”) we may by

notice require you to reimburse us with the Reasonable Costs we incur in

carrying out any further Audit we undertake to establish whether you have made

any other Excess Claims, provided that:

(a) we will notify you before carrying out any such further Audit and offer you

a reasonable opportunity to examine your Contract Work files and co-

operate with us by identifying and rectifying any Excess Claims, including

making appropriate proposals for repayment to us if your examination

identifies any Excess Claims. We will not carry out such further Audit if we

accept your proposals;

(b) you will not be obliged to reimburse us with the Reasonable Costs we incur

in carrying out any such further Audit if such further Audit reveals no

additional Excess Claims or if, in our reasonable opinion, the number of

additional Excess Claims identified by such further Audit is negligible (and

in assessing the number of such Excess Claims, we will disregard any

Claims which you have made in reasonable reliance on our guidance

indicating that such Claims were permissible);

(c) the decision to require you to reimburse us with our Reasonable Costs

under this Clause 14.21 may only be made by the Head of Contract

Management after we have offered you a reasonable opportunity to make

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representations to such person in respect of the relevant Excess Claims;

and

(d) you may request a formal review of the Head of Contract Management’s

decision under Clause 27.

14.22 We may carry out a further Audit under Clause 14.21 either using our own staff

or our agent’s staff.

Promoting Tax Compliance

14.23 If, at any point during the Contract Period, an Occasion of Tax Non-Compliance

occurs, you shall:

(e) notify us in writing of such fact within five Business Days of its occurrence;

and

(f) promptly provide to us:

(i) details of the steps which you are taking to address the Occasion of

Tax Non-Compliance and to prevent the same from recurring,

together with any mitigating factors that you consider relevant; and

(ii) such other information in relation to the Occasion of Tax Non-

Compliance as we may reasonably require.

Other rights

14.24 This Clause 14 does not, in any way, limit any rights we may have, including the

right to claim payment from any of your former owners, former partners or

former directors or any Members of LLPs.

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15. Confidentiality

Information we must keep confidential

15.1 The presumption, under this Contract, is that information about you and which

you provide to us under this Contract is not confidential. If you, therefore, wish

to assert that specified information about you is confidential and should not be

disclosed you must notify us accordingly at the time of your disclosure of the

specified information and expressly identify in writing those documents which

are to be treated by us as confidential. Subject to Clause 15.5, we will keep

strictly confidential all such information to the extent it is of a confidential

nature.

Information you must keep confidential

15.2 Subject to Clause 15.5, you must keep strictly confidential all information of a

confidential nature concerning the affairs or business of any other Provider (or

former Provider) or its Clients or Former Clients that you might obtain from our

personnel or representatives whether through inadvertent or wrongful disclosure

or otherwise. If you do obtain any such information, you must inform us without

delay and must return to us any written information without taking copies of it.

15.3 Subject to Clause 15.5, you must keep strictly confidential all information that

you may obtain from us which is designated as confidential. Provided you have

not (outside the terms of this Contract) agreed otherwise with us you may

disclose any information (other than to the extent such information comprises

Personal Data) obtained from us which is designated as confidential to any

Relevant Professional Body or your personnel, Counsel and/or Approved Third

Parties provided you secure from them an agreement to treat it as strictly

confidential and subject to Clause 15.4.

15.4 You shall take all necessary precautions to ensure that all information designated

as confidential which you obtain from us is given only to your personnel, Counsel

and Approved Third Parties to the extent to which is strictly necessary for the

performance of your obligations under this Contract and that such personnel,

Counsel and Approved Third Parties do not use such information otherwise than

for the purposes permitted by this Clause 15.

Information which is not confidential

15.5 For the purposes of this Contract, the obligations of confidentiality in Clauses

15.1, 15.3 and 15.4 shall not apply to the extent:

(a) information which, before its receipt directly or indirectly from the other

party, was in the possession of the receiving party and at its free disposal;

(b) information which is subsequently disclosed to the receiving party, without

any obligation of confidentiality, by a third party who has not derived it

directly or indirectly from the other party, or in any unlawful manner, or in

breach of any obligation of confidentiality;

(c) information which is required by legislation (including the FOIA) to be

disclosed but only to the extent that it must be so disclosed;

(d) information which, to the extent that it must be so disclosed, is required to

be disclosed by any court, tribunal or other administrative body with such

January 2021

power or which is disclosed by us for the purposes of providing information

to Parliament;

(e) information that we reasonably consider necessary to be disclosed for the

purposes of an Official Investigation or determining whether that Official

Investigation should take place;

(f) information which is already in the public domain;

(g) we consider that the public interest in making any disclosure outweighs the

obligation of confidentiality. Where we intend to disclose in the public

interest, we will notify you of our intention before doing so unless this is

impracticable or would prejudice a lawful investigation (including by the

police or by any Relevant Professional Body); and

(h) information in connection with the award, content and operation of this

Contract, including:

(i) the terms (including payment terms) of this Contract;

(ii) the payments that we have made to you (by Category of Law, Class

of Work or otherwise);

(iii) the numbers of Matters and cases that you have started and

completed (by Category of Law, Class of Work or otherwise);

(iv) your performance, including as measured by the Independent Peer

Review Process, following the conclusion of any internal appeals

process;

(v) your status under this Contract; and

(vi) contract decisions concerning you (or your personnel), taken by us,

and the reasons for such decisions. “Contract decisions” include

decisions concerning Sanctions, decisions concerning the amount of

payments made to you and the results of Audits, following the

conclusion of any internal appeals process,

except where we determine, in our absolute discretion, that any such

information is exempt from disclosure in accordance with the provisions of

the FOIA.

Information obtained by Researchers

15.6 We will require any Researchers:

(a) to comply with all legislation concerning the disclosure of information about

your Clients or Former Clients; and

(b) to keep all information of a confidential nature concerning your affairs or

business strictly confidential and not to use it for any purpose other than as

required, authorised or permitted by the Legal Aid Legislation or this

Contract or in respect of research being carried out on our behalf.

15.7 Subject to Clause 15.5, we will be under a duty to ensure that, in any report

provided to us by Researchers and intended to be published, no information will

be included which will disclose information of a confidential nature about you (or

January 2021

any Client or Former Client of yours) or enable you or any Client or Former Client

of yours to be identified (unless the fact that they are a Client or Former Client

of yours is already in the public domain).

Information we may publish or share

15.8 Notwithstanding any other term of this Contract, you hereby give your consent

for us to;

(a) publish this Contract (as may be amended from time to time) in its

entirety,

(b) publish any data arising out of or in respect of the performance by you of

Contract Work,

to the general public (save for any information which is exempt from disclosure

in accordance with the provisions of the FOIA or the Environmental Information

Regulations which shall be redacted as appropriate by us).

15.9 We may consult with you to help with any decisions regarding FOIA exemptions

under Clause 15.5(h) and 15.8 but we shall have the final decision in our

absolute and sole discretion.

15.10 Subject to and without prejudice to Clause 15.5, nothing in this Contract shall

prevent us from disclosing any information that we hold about or in respect of

you or the Contract Work pursuant to this Contract to any government

department or any Other Contracting Body and you acknowledge that all

government departments or Other Contracting Bodies may further disclose such

information to other government departments or Other Contracting Bodies on

the basis that the information is confidential and is not to be disclosed to a third

party which is not part of any government department or Other Contracting

Body.

January 2021

16. Data protection

Yours and our Data Protection Legislation obligations

16.1 For the purposes of the Data Protection Legislation it is the understanding of the

parties that:

(a) in respect of Personal Data comprised within the Shared Data, LAA and

you are Joint Controllers. A description of the Joint Controller relationship

and related Processing activity is set out in the Data Security Guidance;

(b) in respect of Personal Data comprised within the LAA Data, LAA is a Data

Controller and you are a Processor. The only Processing that you are

authorised to do in respect of the LAA Data is listed in the Data Security

Guidance by us and may not be determined by you;

(c) you may be a Data Controller or Processor on behalf of Clients and Former

Clients in respect of other Personal Data.

16.2 You will not delete or remove any proprietary notices contained within or relating

to the LAA Data.

16.3 In respect of the Shared Data:

(a) you will be responsible for and will at all times comply with the Data

Controller’s obligations under the Data Protection Legislation in respect of

Processing carried out in connection with the performance of this Contract,

including in respect of the confidentiality, integrity and security of that

Shared Data and the transfer of that Shared Data to LAA as envisaged

under this Contract;

(b) LAA will be responsible for compliance with the Data Protection Legislation

in respect of that Shared Data which is actually received and Processed by

LAA as a Data Controller;

(c) it is not expected that either us or you will be responsible under the Data

Protection Legislation for a breach of the Data Protection Legislation by the

other party. Each party shall be solely responsible for its own compliance

with the Data Protection Legislation.

16.4 You will not Process the LAA Data or Shared Data except as necessary for the

performance by you of your obligations under this Contract (including the

performance of Contract Work) or as otherwise expressly authorised in writing

by the LAA.

16.5 You will perform your obligations under this Contract in such a way that you do

not cause us to breach any of our applicable obligations under the Data

Protection Legislation.

16.6 You will ensure that you obtain and maintain all consents, licences and

registrations required to enable you to provide Personal Data to LAA as

envisaged by this Contract, including consents from Clients, Former Clients, and

Data Controllers (other than us) and such notifications with the Information

January 2021

Commissioner’s Office as are required for you to comply with the Data Protection

Legislation.

16.7 You will not transfer the LAA Data or Shared Data outside of the European Union

unless you have obtained our express prior written approval and meet the

following conditions:

(a) you have provided appropriate safeguards in relation to the transfer (in

accordance with the Data Protection Act 2018 and Relevant General Data

Protection Regulations) as determined by LAA;

(b) the Data Subject has enforceable rights and effective legal remedies;

(c) you comply with your obligations under the Data Protection Legislation by

providing an adequate level of protection to any Personal Data that is

transferred (or, if you are not so bound, use your best endeavours to

assist us in meeting our obligations); and

(d) you comply with any reasonable instructions stipulated as a condition of

giving our approval.

16.8 You will supply originals or copies of the LAA Data and Shared Data to us in

accordance with Clause 9.1. You will not assert proprietary or other rights in law

or in equity as a reason for not supplying LAA Data and Shared Data in

accordance with this Contract. At our written direction, you will delete or return

the LAA Data (and any copies of it) to us on expiry or termination of this

Contract unless you are required by law to retain the LAA Data.

16.9 Without prejudice to Clause 16.3(a) in respect of the Shared Data and LAA Data

Processed by you or on your behalf:

(a) you will take responsibility for preserving the confidentiality and integrity of

LAA Data and Shared Data which is Processed by you and preventing the

unauthorised disclosure, corruption or loss of such LAA Data or Shared

Data;

(b) you will take responsibility for ensuring that up-to-date backups of the LAA

Data and Shared Data which is in electronic format are stored offsite;

(c) you must ensure that Protective Measures (including but not limited to

compliance with the Data Security Requirements) are in place to protect

against a Data Loss Event, having taken account of the nature of the data

to be protected, the harm that might result from a Data Loss Event, the

state of technological development and the cost of implementing any

measures;

(d) you will have regard to the Data Security Guidance and any guidance

issued by the Information Commissioner’s Office;

(e) you will ensure that any system on which you hold any LAA Data and

Shared Data, including backup information, is a secure system that

complies with your obligations under Clause 16.9(c) and you will provide us

with a written description of the technical and organisational methods

employed by you for Processing such data (within the timescales required

by us) if so requested by us;

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(f) in respect of any of your personnel and any third parties appointed by you

pursuant to Clause 3 who have access to Personal Data:

(i) you will take all reasonable steps to ensure the reliability and

integrity of any of such personnel or third parties so appointed who

have access to Personal Data;

(ii) you will ensure that such personnel are informed of the confidential

nature of the Personal Data and do not publish, disclose or divulge

any of the Personal Data to any third party unless directed in writing

to do so by LAA or as otherwise permitted by this Contract;

(iii) you will ensure that such personnel are aware of and comply with

your obligations under Clauses 15, 16 and 17;

(iv) you will ensure that any such personnel or third parties so

appointed have undergone adequate training in the use, care,

protection and handling of Personal Data; and

(v) you will ensure that any such personnel or third parties so

appointed are subject to appropriate confidentiality undertakings

with you or any such third party;

(g) you will immediately report to the LAA any Data Loss Event of which you

become aware.

16.10 If the LAA Data or any Shared Data is corrupted, lost or sufficiently degraded as

a result of your fault so as to be unusable, we may:

(a) require you (at your reasonable expense) to restore or procure the

restoration of LAA Data or Shared Data to the extent and in accordance

with our requirements and you will do so as soon as practicable but not

later than seven days from our request; and/or

(b) restore or procure the restoration of LAA Data or Shared Data ourselves,

and you will repay us any reasonable expenses incurred in doing so to the

extent and in accordance with our requirements.

16.11 If at any time you suspect or have reason to believe that LAA Data or Shared

Data has or may become corrupted, lost or sufficiently degraded in any way for

any reason, then you will notify us immediately and inform us of the remedial

action that you propose to take.

16.12 You will notify us (within five Business Days) if you receive:

(a) a request from a Data Subject to have access to that person's Personal

Data within the LAA Data or Shared Data; or

(b) a request to rectify, block or erase any Personal Data contained within

the LAA Data or Shared Data; or

(c) a complaint, request or any other communication relating to our obligations

or yours under the Data Protection Legislation in connection with the LAA

Data or Shared Data; or

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(d) any communication from the Information Commissioner or any other

regulatory authority in connection with Personal Data Processed under this

Contract.

16.13 You will provide us with full co-operation and assistance in in respect of LAA

Data or Shared Data including by:

(a) providing us with full details of any complaint, request or communication

if it is received by you;

(b) complying with any request by a Data Subject within the relevant

timescales set out in the Data Protection Legislation in respect of the

Shared Data where you are the Data Controller receiving the request;

(c) providing us with any other information or assistance as requested by us;

(d) assisting us in relation to any Data Loss Event or any event giving rise to

a notification by you under Clause 16.11;

(e) assisting us in relation to any communication from the Information

Commissioner’s Office or any other regulatory authority;

(f) assisting us in the preparation of any Data Protection Impact Assessment.

16.14 If it is necessary in the performance of this Contract for the Provider to disclose

LAA Data or Shared Data to a sub-contractor, Agent, Counsel or Approved

Third Party, you will ensure that such party agrees in writing to comply with

equivalent obligations, as appropriate to the nature of the appointment and the

Processing involved, in respect of that Personal Data as are set out in this

Clause 16.

16.15 Where you are Processing LAA Data, you will:

(a) Process such LAA Data only in accordance with written instructions from

us (which may be specific instructions or instructions of a general nature

as set out in this Contract or as otherwise notified by us to you during the

Contract Period);

(b) implement such technical and organisational measures as are required to

enable you to Process such LAA Data in compliance with the Data

Protection Legislation and to protect such LAA Data against unauthorised

or unlawful processing and against accidental loss, destruction, damage,

alteration or disclosure. These measures will be appropriate to the harm

which might result from any unauthorised or unlawful Processing,

accidental loss, destruction or damage to the LAA Data and having regard

to the nature of the LAA Data which is to be protected and shall meet the

requirements of the Data Protection Legislation.

16.16 In relation to Personal Data comprised within the LAA Data and the Shared Data

which is Processed for Law Enforcement Purposes, you will:

(a) maintain logs for your processing operations in respect of:

(i) collection;

(ii) alteration;

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(iii) consultation;

(iv) disclosure (including transfers);

(v) combination; and

(vi) erasure,

(together the “Logs”);

(b) ensure that:

(i) the Logs of consultation make it possible to establish the

justification for, and date and time of, the consultation; and as

far as possible, the identity of the person who consulted the

data;

(ii) the Logs of disclosure make it possible to establish the

justification for, and date and time of, the disclosure, and the

identity of the recipients of the data; and

(iii) the Logs are made available to us, including for us to provide

to the Information Commissioner’s Office, on request;

(c) use the Logs only to:

(i) verify the lawfulness of Processing;

(iii) assist with our self-monitoring or (as the case may be) your

self-monitoring, including the conduct of internal disciplinary

proceedings;

(v) ensure the integrity of Personal Data; and

(vi) assist with criminal proceedings;

(c) as far as possible, distinguish between Personal Data based on fact and

Personal Data based on personal assessments; and

(d) where relevant and as far as possible, maintain a clear distinction

between Personal Data relating to different categories of Data Subject,

for example:

(i) persons suspected of having committed or being about to

commit a criminal offence;

(ii) persons convicted of a criminal offence;

(iii) persons who are or maybe victims of a criminal offence; and

(iv) witnesses or other persons with information about offences.

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16.17 Without prejudice to Clause 19, you indemnify us and keep us indemnified,

without delay, against all losses, costs, claims, damages, actions, expenses,

fines, administrative and other liabilities of whatever nature incurred by us as a

result (directly or indirectly) of your failure to comply with Clauses 16.1 to

16.16 or any of your obligations under the Data Protection Legislation.

January 2021

17. FOIA

Obligations under the FOIA

17.1 You acknowledge that we are subject to the requirements of FOIA and the

Environmental Information Regulations and will assist and co-operate with us

to enable us to comply with our Information disclosure obligations.

17.2 Pursuant to Clause 17.1, you will (and where we have approved your use of

sub-contractors, Agents, Counsel and Approved Third Parties in accordance

with Clause 3, will ensure that such parties will):

(a) transfer to us all Requests for Information that you receive as soon as

practicable and in any event within two Business Days of receiving a

Request for Information;

(b) provide us with a copy of all Information in your possession, or power

(which relates to a Request for Information transferred to us in

accordance with Clause 17.2(a) and which you hold on our behalf for the

purposes of FOIA) in the form that we require within five Business Days

(or such other period as we may specify) of the request; and

(c) provide all necessary assistance as reasonably requested by us to

enable us to respond to the Request for Information within the time for

compliance set out in section 10 of the FOIA or Regulation 5 of the

Environmental Information Regulations.

17.3 We will be responsible for determining in our absolute discretion and

notwithstanding any other provision in this Contract or any other agreement

whether any Information is commercially sensitive or otherwise exempt from

disclosure in accordance with the provisions of FOIA or the Environmental

Information Regulations.

17.4 In no event will you respond directly to a Request for Information unless

expressly authorised to do so by us.

17.5 You acknowledge that (notwithstanding the provisions of this Clause) we may,

acting in accordance with the code of practice on the discharge of the functions

of public authorities issued under section 45 of the Freedom of Information Act

2000 (“the Code”), be obliged under the FOIA, or the Environmental

Information Regulations to disclose information concerning you or the Contract

Work:

(a) in certain circumstances without consulting you; or

(b) following consultation with you,

provided always that where this Clause applies we will ordinarily, in accordance

with any recommendations of the Code, take reasonable steps, where

appropriate, to give you advance notice, or failing that, to draw the disclosure

to your attention after any such disclosure.

January 2021

18 Warranties

Warranties you give

18.1 You warrant that, to the best of your knowledge and belief:

(a) all information provided to us in seeking to become a Provider or

seeking any authority for, Contract Work or any benefit under this

Contract, or to demonstrate compliance with this Contract was, when

provided and is at the Contract Start Date, true and accurate in all

material respects;

(b) all information in any of your Tender Documents was, when provided

and is at the Contract Start Date, or on any other date we award you

Contract Work (where relevant) true and accurate in all material

respects;

(c) no information referred to in Clauses 18.1(a) and (b) has been omitted

which would make that which has been provided materially misleading

or inaccurate;

(d) no circumstances have since arisen which materially affect the truth and

accuracy of information referred to in Clauses 18.1(a) and (b);

(e) you have the full capacity and authority to enter into this Contract and

perform your obligations under this Contract;

(f) you are not aware of any financial or other advantage being given to

any person working for or engaged by us, or that an agreement has

been reached to that effect, in connection with the execution of this

Contract, excluding any arrangement of which full details have been

disclosed in writing to us before execution of this Contract; and

(g) you have notified us in writing of any Occasions of Tax Non-Compliance

and any litigation in which you are involved that is in connection with

any Occasion of Tax Non-Compliance.

18.2 A material breach by you of Clause 18.1 will be deemed to be a Fundamental

Breach.

Warranties we give

18.3 We warrant that, to the best of our knowledge and belief:

(a) all information which we have provided to you in writing specifically to

assist you in seeking to become a Provider or to prepare any Tender

Documents was, when given, true and accurate in all material respects;

(b) no information has been omitted which would make that which has been

provided misleading or inaccurate;

(c) no circumstances have since arisen which materially affect the truth and

accuracy of such information.

18.4 Both you and we are entitled to rely upon, and are deemed to have relied

upon, the information referred to in Clauses 18.1 or 18.3.

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19 Indemnity

Indemnity you must give us

19.1 You must indemnify us and keep us indemnified, without delay, against all

reasonable losses, costs, injuries, claims, damages, demands, proceedings,

actions, expenses and other liabilities of whatever nature incurred by us as a

result of:

(a) any injury (fatal or otherwise) sustained by (or any loss of or damage to

the property of any of) our personnel or representatives arising in the

course of our exercising any of our rights or performing any of our

obligations under this Contract, where such injury, loss or damage arises

as a consequence of any act, omission or default committed by you or by

any of your personnel or third parties appointed pursuant to Clause 3

(save to the extent that such injury or damage arose or was incurred as a

result of the wilful default or negligence of our personnel or

representatives);

(b) any claim made by or on behalf of a third party arising out of any act,

omission or default committed by you or on your behalf (save for any

such act or default which arises as a result of our default) in connection

with:

(i) their employment, loss of employment or non-employment; or

(ii) your provision of, or failure to provide, Contract Work or other legal

services or other information to any person or organisation; or

(iii) your failure to comply with any legislation.

Expenses not covered by the indemnity

19.2 For the avoidance of doubt, but without prejudice to our rights to reclaim

Reasonable Costs under Clause 14.21, we are not entitled to an indemnity in

respect of administrative costs incurred in following procedures prescribed by

this Contract.

19.3 If any third party makes a claim against or notifies an intention to make a

claim against us or if other circumstances arise which we may reasonably

consider as being likely to give rise to a liability under the indemnity in Clause

19.1, we will:

(a) as soon as reasonably practicable give written notice of that matter or

those circumstances to you, specifying in reasonable detail the nature of

the relevant claim;

(b) (if so requested by you and at your expense and if we are properly able

to do so) give you copies of any relevant information within our power or

control; and

(c) take reasonable account of any suggestions made by you in relation to

the relevant claim.

January 2021

20 Giving notices

Giving notices

20.1 Subject to Clause 20.8, any notice required or authorised by this Contract to be

given by either party to the other must be in writing and be:

(a) delivered personally to the designated postal address referred to in

Clause 20.4; or

(b) sent by fax to the designated fax number referred to in Clause 20.4; or

(c) sent by e-mail to the designated e-mail address referred to in Clause

20.4; or

(d) sent by DX, by pre-paid first-class post, recorded delivery or registered

post in each case to the designated addresses referred to in Clause 20.4.

20.2 Subject to Clause 20.8, any notice given in accordance with this Contract is

deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) in the case of fax or e-mail, at the time of transmission;

(c) in the case of DX, pre-paid first-class post, recorded delivery or registered

post, 48 hours from the date of posting,

provided that such notice is given in accordance with Clause 20.1 and if

deemed receipt under this Clause would otherwise occur after 5pm on a

Business Day or at any time on a day that is not a Business Day, deemed

receipt will instead be at 9am on the next Business Day.

20.3 To prove that any notice has been given it is sufficient to show that such notice

is given in accordance with Clause 20.1 and:

(a) for personal delivery, for the person who delivered it, to confirm in writing

when and where they did so;

(b) if sent by fax, to show that it was transmitted to the other party’s

designated fax number;

(c) if sent by email, to show that it was sent to the other party’s designated

email address;

(d) if sent by DX, for a person with knowledge to confirm in writing when and

how it was done and that it bore the correct name and designated DX

number; or

(e) if sent by prepaid first-class post, recorded delivery or registered post, for

a person with knowledge to confirm in writing when and how it was done

and that it was correctly addressed to the designated postal address.

20.4 For the purposes of this Clause 20:

(a) your designated fax number, designated email address, designated DX

number and designated postal address are as specified in your Contract

for Signature; and

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(b) our designated fax number, designated email address, designated DX

number and designated postal address are as specified in your Contract

for Signature.

Form of notices

20.5 We may at any time specify the form and content of notices to be given by

either party to the other.

Notice given in the wrong form or given wrongly

20.6 Any notice (or purported notice) given by either party to the other which is not

in (or given in) the medium, form or manner required by this Contract is invalid

unless the party receiving it elects, in writing, to treat it as valid.

Notices and time periods

20.7 If a notice specifies that it takes effect on a date before any required notice

period has expired, the notice remains valid but does not come into effect until

the expiry of the required notice period.

Notices of Contract amendment

20.8 Subject always to Clause 13, except for any bespoke amendments (that do not

affect any Provider other than you), if we amend any Contract Documents we

will give you notice of the fact of the amendment in accordance with Clause

20.1 and we may place the amendment on our website.

Service of legal proceedings

20.9 You may only serve us with legal proceedings in accordance with Clause 28.10.

January 2021

21 Things you must tell us about

Changes which affect your response to the Rejection Criteria in the Invitation

To Tender Documents

21.1 Without prejudice to any other obligations in this Contract you must

immediately notify us of any event which changes your response to the

Rejection Criteria in the Invitation To Tender Documents. Any such event shall

be deemed to be a Qualifying Event.

Material constitutional changes

21.2 You must notify us as soon as reasonably practicable if you become a Licensed

Body and/or become aware of any anticipated material constitutional change,

which will or might affect you. As a minimum, you must notify us on, or within

14 days of, any material constitutional change that affects or might affect you.

Without limitation, examples of material constitutional change are:

(a) where you are an unincorporated Not For Profit Organisation, any change

(including any change of chairman or treasurer or any change of 75% or

more of the membership since this Contract came into force) in the

composition of your management committee;

(b) if you are a sole principal (sole trader), any creation of a partnership;

(c) any change in, or any changes which in aggregate result in, the identity

of more than one third in number of:

(i) the persons comprising your partnership

(ii) the individual Members of LLPs of your limited liability

partnership; or

(iii) the individual directors of your company;

(d) any change in your legal status;

(e) any intended sale, merger, acquisition, or transfer of, or by, you.

Material constitutional changes are classed as Qualifying Events.

Constitutional statements

21.3 Without prejudice to the generality of your obligations under Clause 21.1 and

21.2, whenever reasonably required by us, you must complete, sign and

submit to us, by such date as we may specify, a “constitutional statement

form”. This may require details of any material constitutional changes specified

as examples in Clause 21 that have occurred (with the dates they occurred)

and of any novation pursuant to Clause 22 and such other, similar information

as we may require.

Partnerships

21.4 If you are a partnership (and not a limited liability partnership) you must also

notify us:

(a) immediately in the event of the service of a notice dissolving or

purporting to dissolve the partnership;

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(b) immediately if an application is made to the court or an arbitrator for the

dissolution of the partnership under the Partnership Act 1890;

(c) immediately on any dissolution of the partnership which requires or

results in a winding up of its affairs;

(d) immediately if circumstances have arisen in which the partnership may be

wound up as an unregistered company under the Insolvency Act 1986 (as

applied by the Insolvent Partnerships Order 1994);

(e) immediately on the appointment of a receiver, manager or administrator

in respect of the partnership;

(f) immediately if you are unable to pay your debts within the meaning of

sections 222-224 of the Insolvency Act 1986 (as applied by the Insolvent

Partnerships Order 1994),

or if any similar event occurs under the law of any other jurisdiction.

LLP or a company

21.5 If you are a limited liability partnership or a company, you must also notify us:

(a) before or within fourteen days of (where you are a company) any change

in your shareholders or (where you are a limited liability partnership) any

change in your members, which has, or may have, a material direct or

indirect bearing on the performance of Contract Work;

(b) immediately if you propose or determine or pass a resolution or the court

makes an order, that you or your Parent Undertaking be wound up;

(c) immediately if a receiver, manager or administrator is appointed for you

or your Parent Undertaking;

(d) immediately if circumstances arise which might entitle a creditor, the

directors, the company, or the limited liability partnership (as

appropriate) or a court to appoint a receiver, manager or administrator

for you or your Parent Undertaking;

(e) immediately if circumstances have arisen in which you or your Parent

Undertaking may be wound up;

(f) immediately if you or your Parent Undertaking are unable to pay your

debts within the meaning of section 123 of the Insolvency Act 1986;

(g) immediately if a Change of Control occurs in relation to you or your

Parent Undertaking and any such event shall be a Qualifying Event;

(h) immediately where any change in your shareholding results in a change

in, or any changes which in aggregate result in:

(i) the identity of more than one third in the number of the individual

shareholders; or

(ii) ownership of more than one third of the number of shares since you

submitted the Tender Documents,

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or if any similar event occurs under the law of any other jurisdiction and any

such event shall be a Qualifying Event.

Notification of interventions

21.6 You must notify us immediately if there is an intervention by any Relevant

Professional Body (or by any other organisation that may lawfully do so) that

has the effect of preventing you from carrying out Contract Work.

21.7 You must notify us immediately if there is an intervention by any Relevant

Professional Body (or by any other organisation that may lawfully do so) into

the practice of your personnel.

Notification of voluntary arrangements, insolvencies

21.8 You must notify us immediately if:

(a) any proceedings for the recovery of debt are commenced against you and

you do not intend to enter a defence to and/or pay the full amount

claimed;

(b) you become aware that you have been registered on the General Council

of the Bar’s “Withdrawal of Credit Scheme”;

(c) you intend to make any composition with your creditors, or to seek a

voluntary arrangement under insolvency, or other, legislation, or if any of

your partners, Members of LLPs or directors intends to do so (or, if you

were unaware of their intention, have done so) and for the avoidance of

doubt this shall include but not be limited to any Individual Voluntary

Arrangements (IVAs), Company Voluntary Arrangements (CVAs) or Debt

Relief Orders (DROs);

(d) any insolvency proceedings concerning you or any of your partners,

Members of LLPs or directors are commenced;

(e) a receiver or liquidator is appointed in respect of your business; or

(f) you become aware that any of the events in (a) to (e) above is imminent,

or if any similar event occurs under the law of any other jurisdiction.

Changes in your capacity to perform Contract Work

21.9 Without limiting your obligations under this Contract, you must notify us within

21 days of any significant changes in your personnel deployed in Contract Work

and of any other changes affecting you such as might reasonably be expected

significantly to affect your ability to perform Contract Work.

21.10 You must notify us within 21 days if you are unable to, or you anticipate that

you will be unable to comply with your obligations in Clause 7.16.

Proposing changes which may impact on your obligations under this Contract

21.11 Without prejudice to your obligations under this Contract at Clauses 13.13 to

13.15, you must notify us of any change you propose to make which may

impact your obligations under this Contract, including the following (which is

not an exhaustive list):

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(a) any change to any information you have provided to us (including

information which you provided in seeking to become a Provider or to

secure an authorisation to perform Contract Work) that we have notified

you is material or which you consider is material;

(b) any change to the manner in which you perform Contract Work (including

material alterations to your management systems);

(c) the closure or planned closure of any Office;

(d) any decision on your part to reduce or cease to carry out any Contract

Work set out in any Schedule (temporarily or permanently);

(e) any change in the identity of any of your Supervisors;

(f) any move or planned move from an existing Office to any new location

from which Contract Work will be provided;

(g) any change in your management or the management of any Office; or

(h) any change which would result in you being unable to comply with Clause

7.16.

Professional disciplinary proceedings

21.12 You must notify us immediately if you become aware of (and provide details) of

any professional disciplinary proceedings brought by any Relevant Professional

Body concerning any of your personnel and must notify us of the outcome of

them.

Prosecutions and convictions

21.13 You must notify us as soon as reasonably practicable if you, or any of your

personnel or any third party appointed pursuant to Clause 3, partners,

Members of LLPs, trustees or directors is charged with an offence punishable by

imprisonment and if you, or they, are convicted of such an offence.

Events which entitle us to terminate or to apply a Sanction

21.14 You must notify us immediately (and provide details) if you become aware of

any event which would entitle us to terminate this Contract and/or to apply a

Sanction.

Information provided to us

21.15 You must notify us if there are any circumstances which have arisen following

the Contract Start Date which materially affect the truth and accuracy of

information referred to in Clauses 18.1(a) and (b).

Remainder Work

21.16 You must notify us if you are unable to perform Remainder Work in accordance

with the Contract.

Change of any Relevant Professional Body

21.17 You must notify us if you change to any Relevant Professional Body.

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Failure to Notify

21.18 Any material breach by you of any of the provisions in this Clause 21 will be

deemed to be a Fundamental Breach.

January 2021

22 Novations and Qualifying Events

Sole principals and partnerships - novations

22.1 Subject to Clause 22.3, if you are a partnership and you take any person into

partnership (or any person ceases to be a partner of yours) this Contract is

novated, on the date of that event, in favour of the partnership (or principal) as

constituted on that date, on the terms set out in Clause 22.4. This Clause 22.1

constitutes your and our express consent to such novation. Any such novation

is confirmed by any subsequent submission by you of a Contract Report Form

and any subsequent payment by us under this Contract.

22.2 Subject to Clause 22.3, if a competent court or tribunal does not accept Clause

22.1 as novating this Contract, it will be novated pursuant to this Clause 22.2.

The novation will be on the terms set out in Clause 22.4 and will be, and will

take effect, in favour of the partnership (or principal) as constituted on the

earliest of the following dates accepted by such competent court or tribunal:

(a) the date we receive a subsequent Contract Report Form from you;

(b) the date we make a subsequent payment to you under this Contract; or

(c) the date of a properly completed, “constitutional statement form”

received by us from you.

Constitutional changes in Clause 21.2(b), (c)(i), (d) or (e)

22.3 If any of the events specified in Clause 21.2(b), (c)(i), (d) or (e) has occurred,

this Contract will not be novated under Clauses 22.1 or 22.2 and is incapable of

being novated without our signed, express consent. These events are classed

as Qualifying Events.

Sole principals and partnerships - terms of any novation

22.4 Any novation under Clauses 22.1 or 22.2 is on the following terms (with “old

firm” meaning “you” immediately before the novation and “new firm” meaning

“you” immediately after the novation):

(a) the new firm, by virtue of the novation, undertakes to comply with this

Contract in substitution for the old firm and undertakes to be bound by it

in every way as if it had been an original party to it;

(b) any partners (or principal) of the old firm are released from liabilities

arising under this Contract after the novation, except those arising in

relation to the period when the old firm was a party to this Contract and,

if they remain in the new firm as principal or a partner, except so far as

they may arise as a principal or partner of the new firm;

(c) nothing in this Contract will affect or prejudice any claim or demand that

we may have against the old firm or the old firm may have against us

relating to matters arising before the novation;

(d) all payments due from us under this Contract after the novation will be

paid to the new firm;

(e) the new firm is liable for any debt or obligation which arose under this

Contract before the novation and the old firm remains liable for any debt

January 2021

or obligation provided that we may not recover the same debt from both

the old firm and the new firm;

(f) without prejudice to the generality of Clauses 22.4(c) and 22.4(e), the

new firm will be liable for all monies due to us (whether that liability will

have accrued before or after the novation) under the account set up by us

in respect of this Contract and, for the avoidance of doubt, the new firm,

by virtue of the novation, acknowledges that:

(i) your account will be treated and run as a single running account as if

the old firm and the new firm had been a single firm; and

(ii) we may exercise any right to set off against the new firm under the

provisions of Clause 14.14 in respect of any sums due under Clause

22.4(e) or this Clause 22.4(f);

(g) in applying any provision of this Contract after the novation, any acts and

omissions of the old firm will, for all purposes, be deemed to be acts or

omissions of the new firm;

(h) any notice, direction, Assessment, decision, Audit, status or finding

relating to the old firm has effect, after the novation, as if it had been in

relation to the new firm;

(i) any right or power (whether of termination or otherwise) under this

Contract which was exercisable by us against the old firm by reference to

any matter arising before the novation will be exercisable against the new

firm after the novation; and

(j) where, by virtue of any provision of this Clause 22, the old firm and the

new firm are liable in respect of the same debt or obligation, the

members of the old firm and the members of the new firm are jointly and

severally liable for that debt or obligation.

22.5 Notwithstanding the novation of this Contract pursuant to Clause 22.1 or 22.2,

we may at any time require the partners for the time being comprising the

partnership (or the principal) to enter into a formal novation agreement with us

on such terms as we may reasonably require.

22.6 If any of the events specified in Clause 21.2, (b), (c)(i), (d) or (e) has

occurred, we may agree to enter into a signed, express novation agreement

with the new organisation on such terms as we may reasonably specify and

within such period as we may specify. For the avoidance of doubt:

(a) we have no obligation to enter into such a novation agreement; and

(b) if no novation agreement is in force within such period as we have

specified, this Contract will have ended on the date of the constitutional

change.

22.7 We will not agree to enter into a novation agreement under Clause 22.6 if we

have issued a notice terminating this Contract (whether or not the notice has

yet come into effect) or if we consider that either we, Clients, public funds, or

the market for legal services would be adversely affected, or if the efficacy of

this Contract, any of its provisions or its purpose would be compromised.

22.8 We will not agree to enter into a novation agreement where we have conducted

an assessment under Clause 22.12 and you fail the Rejection Criteria.

January 2021

22.9 We will not agree to enter into a novation agreement where you have not

provided indemnities and guarantees pursuant to Clause 4.

22.10 For the avoidance of doubt, save to the extent permitted under this Clause 22

and subject to Clause 3, you are not entitled to assign, transfer, mortgage,

charge, declare a trust over or deal in any other manner with your rights and

obligations under this Contract.

Qualifying Events

22.11 Where a Qualifying Event occurs we will require you to submit up to date

responses to the Rejection Criteria taking account of the changes. You must

provide a revised response within 14 days of our request. Any failure to

respond shall be a Fundamental Breach.

22.12 We shall assess your response to the Rejection Criteria and where we

determine you fail the Rejection Criteria we may terminate your Contract under

the provisions in Clause 25.

January 2021

23 Bribery, collusion, false tenders, fraud and unethical behaviour

No bribery or collusion

23.1 You and your personnel (including any third parties you appoint in accordance

with Clause 3) must do the following:

(a) comply with Bribery Legislation;

(b) not commit a Prohibited Act;

(c) not try to bribe any of our personnel, or any person who may perform

services for, or who is associated (in any way) with, us.

23.2 When tendering, or applying for, a contract with us, or for authority to perform

Contract Work or other work, (or for the purpose of, or with the intention of,

doing so) you must not collude with any other person or (for the avoidance of

doubt) attempt to bribe them.

23.3 You must not attempt to bribe or bribe any prospective Client or Client or any

person who is associated (in any way) with such prospective Client or Client.

23.4 You must report to us any suspicion of any breach or alleged breach of any

Bribery Legislation relating to this Contract, and co-operate with us and/or any

regulator and/or prosecutor in any investigation relating to the same. Any

material breach by you of this Clause 23.4 will be deemed to be a Fundamental

Breach.

23.5 You must take all reasonable steps, in accordance with Bribery Legislation, to

prevent you or your personnel (including any third parties you appoint in

accordance with Clause 3) from committing a Prohibited Act (including without

limitation, complying with and enforcing any anti-bribery policies and

procedures you have in place as appropriate).

No false tenders

23.6 When tendering, or applying for, a contract with us, or for authority to perform

Contract Work, you must not bid any price that is unrealistically low. A price is

unrealistically low if you intend to secure the contract or authority or allocation

by virtue (in whole or in part) of the low price and intend, or hope, to recover

some or all of the unrealistic element of it by a subsequent renegotiation of the

price.

Fraud and unethical behaviour

23.7 You must be alive to the possibility of fraud and unethical behaviour by your

personnel and by any third parties you appoint in accordance with Clause 3,

must not tolerate it, and must have procedures to identify, address and counter

it.

Breach of these Clauses

23.8 Any breach of Clauses 23.1, 23.2, 23.3 and 23.6 by you or by anyone

employed, or otherwise appointed by you pursuant to Clause 3 (whether with

or without your knowledge) is a Fundamental Breach.

January 2021

24. Sanctions

Applying Sanctions

24.1 We may apply any Sanction:

(a) if you have materially breached this Contract or any other agreement

between you and us from time to time;

(b) if you have persistently breached this Contract or any other agreement

between you and us from time to time (irrespective of the date on which

we become aware of such breach). For the purpose of this Clause 24.1(b)

persistent breach means:

(i) 3 breaches of the same term within any 24 month period; or

(ii) 6 breaches of this Contract within any 24 month period,

and we shall not be required to provide you with written notice of each breach.

(c) if we are entitled to suspend or terminate this Contract or any other

agreement between you and us from time to time; or

(d) where any other term of this Contract states that we may apply a

Sanction.

24.2 If you fail to comply with any of your obligations under this Contract we may,

without limiting our rights in respect of such failure (including under this

Clause 24 and Clause 25), notify you of such failure and set out in such notice

the action that we require you to take to ensure that such failure is remedied

and/or not repeated provided that such action shall be proportionate to the

relevant failure. You will comply with the requirements of any notice we issue

pursuant to this Clause 24.2. If you fail to comply with the requirements of any

such notice, such failure shall be deemed to be a breach of a term for the

purpose of Clauses 24.1(b)(i) and 24.1(b)(ii).

24.3 In addition:

(a) we may apply any one or more of Sanctions 3, 4 and/or 7 if you are under

Official Investigation;

(b) we may apply Sanctions 3 and/or 4 if your financial situation is such that

we reasonably consider there is a significant risk to Clients or to public

funds;

(c) we may apply Sanctions 5 and/or 7 if any individual who is engaged in

Contract Work on your behalf and who is required to have a valid practising

certificate under any Relevant Professional Body rules, ceases to have one;

(d) we may apply Sanction 5 in the circumstances set out in Clause 24.9; and

(e) we may apply Sanction 6 in the circumstances set out in Clause 24.12.

24.4 The application of any Sanction is without prejudice to any other rights that we

may have, but we will only apply a Sanction to the extent that it is proportionate

to the circumstances , having regard to any wider concern that we may have as

to your capability as a result of the number and/or range of those breaches.

January 2021

Sanctions

Sanction No. 1 - suspend types of Contract Work and Delegated Functions

24.5 We may by written notice suspend your provision of Contract Work and/or

Delegated Functions (in whole or in part) for the period specified in such notice

and/or impose restrictions on the Contract Work that you may perform.

Sanction No. 2 - refuse to pay for specified Contract Work

24.6 We may by written notice specify that you are not entitled to payment for, and

we will not pay you for, some or all of the Contract Work specified in the written

notice for the period specified in such notice.

Sanction No. 3 - suspend payments

24.7 We may by written notice suspend some or all payments due from us to you

under this Contract for the period specified in such notice.

Sanction No. 4 - suspend you from taking on any new Matters or cases

24.8 We may by written notice prohibit you from starting, or place limitations upon

your ability to start any new Matters or cases under this Contract for the period

specified in such notice.

Sanction No. 5 - exclude individuals from being Supervisors or performing

Contract Work

24.9 If any person who is performing or has performed Contract Work is, or has

been:

(a) a cause of, or a subject of, an Official Investigation or Report; or

(b) a cause of a Sanction; or

(c) charged with, or convicted of, an imprisonable offence,

we may, if we reasonably consider that such a step is necessary to protect

Clients’ interests, to protect public funds or to protect us from material harm,

prohibit the person concerned, for such period as we may reasonably specify,

from:

(i) being a Supervisor; and/or

(ii) where the context requires, performing Contract Work or work in

connection with Contract Work,

so that he or she can no longer supervise and/or perform any Contract Work or

work in connection with Contract Work for you or any other Provider.

24.10 Clause 24.9 applies even if the relevant circumstances occurred before the

person concerned became a member of your personnel.

24.11 We will maintain and publish a list of individuals whom we have prohibited from

being Supervisors of Contract Work or from performing Contract Work or work

in connection with Contract Work.

Sanction No. 6 – suspend or remove your rota allocation (if any)

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24.12 If you persistently fail to comply with the requirements under this Contract

relating to your rota, slots and/or panel membership (as specified in the

Specification), we may by written notice suspend or remove your right to

undertake Contract Work for the period specified in such notice. We may

suspend or remove some or all of the slots allocated to you on the relevant rota,

and may do this in relation to one or more of the rotas on which you are

allocated slots.

Sanction No. 7 - suspend you from holding yourself out as a Provider

24.13 We may serve a written notice on you suspending (with effect from such date as

we may specify) your entitlement under this Contract to use Promotional Items

and to hold yourself out, or to promote yourself, as a Provider, for the period

specified in such notice.

Sanction No. 8 – termination of this Contract

24.14 We may serve a written notice on you terminating this Contract on such date as

we specify in such notice. In addition our right to terminate this Contract for a

Fundamental Breach by you (together with additional rights of termination) is set

out in Clause 25.4(a).

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25. How this Contract can be ended

Termination of the whole Contract by you

25.1 You may, at any time, serve not less than three months’ notice on us

terminating this Contract in whole but not in part. For the avoidance of doubt,

you are not entitled to terminate this Contract in part, however, your rights to

propose amendments to this Contract are set out in Clauses 13.13 and 13.14.

25.2 If we amend the Contract pursuant to Clauses 13.2 to 13.7 you may any time

before such amendment comes into effect serve notice on us terminating this

Contract and any such termination will take effect on the day before the day on

which the relevant amendment would otherwise come into effect.

Termination of the Contract by us

No fault termination

25.3 We may at any time serve not less than six months’ written notice on you

terminating this Contract (on the date specified in the notice).

Termination for breach

25.4 For the avoidance of doubt and without limiting this Clause 25, our right to

terminate this Contract in respect of your material or persistent breach is set out

in Clause 24. In addition, we may serve a notice on you terminating this

Contract on the date specified in the notice in any of the following

circumstances:

(a) you have committed a Fundamental Breach;

(b) you have failed to meet a condition specified by us before the Contract

Start Date and on which we granted this Contract;

(c) where following a Qualifying Event we conduct an assessment in

accordance with Clause 22.12 and you fail the Rejection Criteria;

(d) we receive a Report and reasonably consider that termination is required to

protect Clients or us from possible serious harm or to protect public funds

or Clients’ interests;

(e) we receive a Report that identifies that there has been such a serious

breach of Contract or of legislation or such serious professional misconduct

or dishonesty that, in all the circumstances, termination is justified;

(f) your financial situation is such that we reasonably consider that we or

Clients are at significant risk of financial loss or other material prejudice;

(g) you have failed to provide information or access to premises in accordance

with Clauses 4, 8 and 9 and have not remedied such breach within seven

days of a notice from us referring to this Clause and requiring you to do so;

(h) you no longer hold the Quality Standard;

(i) without prejudice to Clause 25.6, the warranty given by you pursuant to

Clause 18.1(g) is materially untrue;

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(j) you commit a material breach of your obligation to notify us of any

Occasion of Tax Non-Compliance as required by Clause 14.2(a);

(k) you fail to provide details of steps being taken and mitigating factors

pursuant to Clause 14.23(b) which in our reasonable opinion are

acceptable;

25.5 This Contract is suspended immediately with effect from the date that any

Relevant Professional Body (or any other organisation that may lawfully do so)

makes an intervention, order or direction that has the effect of preventing you

from lawfully performing Contract Work. You must notify us immediately of any

such intervention, order or direction and we may, as a result of such

circumstance, terminate this Contract on written notice to you on the date we

specify in such notice.

Termination of the Contract for breach of warranty

25.6 Any material breach of Clause 18.1 by you entitles us:

(a) where the information related either to becoming a Provider or to

demonstrating compliance with this Contract was inaccurate in your Tender

Documents, to issue a notice terminating this Contract; and

(b) where the information related to the authorisation of Contract Work, to

issue a notice terminating the right or obligation to perform that Contract

Work.

Termination of the Contract for breach of the Public Contracts Regulations 2015

25.7 We shall be entitled to terminate the Contract where any of the following

circumstances arise:

(a) we become aware that you should have been excluded from the

procurement procedure leading to the award of this Contract under

Regulation 57(1) or (2) of the Public Contracts Regulations 2015; or

(b) where the Contract should not have been entered into due to a serious

infringement of obligations under European Law as declared by the Court of

Justice of the European Union under Article 258 of the Treaty on the

Functioning of the EU; or

(c) where the Contract has been substantially amended to the extent that the

Public Contracts Regulations 2015 require a new procurement procedure to

be instigated.

Termination or suspension of part of this Contract by us

25.8 Whenever we are entitled to terminate this Contract (including pursuant to

Clause 24.14) we may terminate any part of it or suspend it or any part of it

including without limitation, specified powers, rights and authorities to perform

Contract Work or other work or services under it/them (including your right to

perform Contract Work in a specified Category of Law or a specified Class of

Work), provided that we may not terminate the Contract or such other

agreement in part to the extent that that part of the Contract or agreement

remaining after such termination would constitute a new award of a contract for

the purposes of the Public Contracts Regulations 2015. For the avoidance of

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doubt, this does not prevent us terminating all of the Contract Work or work or

services covered by the relevant invitation to tender. We will set out the effects

of any suspension (which will be less serious than termination) in the notice to

you.

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26. Consequences of termination

Clients and Contract Work files

26.1 When you become aware that your right to perform any Contract Work will end,

you must immediately notify all Clients who will be affected by termination, take

all reasonable steps to protect them and their rights, and provide them with

information about other Providers able to continue their Matter or case (and offer

to make appointments with them) and with such other information as we may

specify.

When this Contract ends

26.2 Subject to Clause 26.10, when this Contract ends:

(a) all rights, authorisations, approvals, powers, licences and any status under

it (of you and of all your personnel), including Promotional Items end

immediately;

(b) you must immediately stop all Contract Work;

(c) you must immediately stop holding yourself out as able to perform

Contract Work;

(d) you must immediately stop holding yourself out as a Provider.

26.3 Subject to Clause 26.10, when any authority to perform Contract Work in any

Category of Law or Class of Work ends, you must immediately stop all Contract

Work in the relevant Category of Law or Class of Work and must immediately

stop holding yourself out as able to perform it.

26.4 Subject to Clauses 26.8, 26.9 and 26.10, when this Contract ends, our obligation

to make payments to you under it ceases.

Contract overpayments

26.5 When this Contract ends all “overpayments and mispayments” (as described in

Clause 14) become repayable to us and we may assert our rights in Clause

14.14.

26.6 When any authority to perform Contract Work in any Category of Law or Class of

Work ends, all “overpayments and mispayments” (as described in Clause 14) in

respect of that Category of Law or Class of Work become repayable to us and we

may assert our rights in Clause 14.14.

Work in progress

26.7 When this Contract ends or your right to perform Contract Work in any Category

of Law or Class of Work ends you must immediately send us such Contract

Report as we may require and Claims for all Matters and cases that are not

transferring to another Provider.

Existing rights at date of termination

26.8 Subject to the provisions of this Contract, the suspension or ending of this

Contract is without prejudice to any of your or our accrued rights (including our

rights to Assess your Claims and to recover any overpayments to you and your

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rights to recover in respect of any underpayments by us). This includes Clauses

26.12 to 26.19.

26.9 Subject to Clause 26.12 any provision of this Contract which relates to, or

governs your or our acts after it (or any part of it) ends, remains in full force and

effect and is enforceable even though it has ended.

Remainder Work

26.10 Unless this Contract has been terminated for breach by either of us and subject

to the conditions in Clause 26.11, we will authorise you to perform Remainder

Work. Any such authorisation is subject to your compliance with any

requirements and obligations set out below and our right to impose restrictions,

requirements and conditions on your performance of Remainder Work at any

time, and not merely when authorisation is given. Restrictions, requirements

and conditions may be on a case-by-case basis, on a time basis, on a step-in

proceedings basis or on any other basis that we consider appropriate.

26.11 Our authorisation of Remainder Work is conditional on the following:

(a) you must notify your existing Clients that at the date this Contract would

have terminated but for Clauses 26.10 to 26.12 they have the option to

transfer their Matter or case to another Provider; and

(b) you must confirm to us that the Remainder Work is not likely to continue

for longer than two years from the date this Contract would have

terminated, but for Clauses 26.10 to 26.12.

Wherever we permit you to provide Remainder Work, that decision will be

reviewed as reasonably required to ensure that the above requirements are still

being met.

26.12 If we authorise you to perform Remainder Work the terms of this Contract will,

in respect of such Remainder Work, continue in full force and effect (subject to

the terms of any replacement contract that we enter into with you).

TUPE

26.13 We have entered into this Contract in the belief that TUPE will not apply on the

expiry or termination of this Contract or part of it and that you will retain

responsibility for all of your personnel on expiry or termination as we do not

believe that there will be an identifiable transfer of your business to any other

Provider on such expiry or termination. If at any time, however, we consider

that TUPE may apply on any such expiry or termination we reserve the right to

make such amendments to this Contract as specified in Clause 13, subject to our

compliance with the consultation obligations and timetable in Clause 13.

26.14 Notwithstanding Clause 26.13, if we reasonably believe that TUPE does apply on

the expiry or termination of this Contract or part of it, at any point within the

period of 6 months immediately preceding such expiry or termination or

following the service of a notice under Clause 24.14 or 25 you must on receiving

a request from us or any Replacement Provider, supply us and any Replacement

Provider with a list which contains, in respect of any person engaged or

employed by you in the provision of Contract Work (the “TUPE Employees”), full

and accurate details regarding the identity, number, age, sex, length of service,

job title, grade and terms and conditions of employment (including those derived

January 2021

from collective agreements) of and other matters affecting each of those TUPE

Employees. You must:

(a) provide such information promptly and at no cost to us or any Replacement

Provider; and

(b) notify us and any Replacement Provider forthwith in writing of any material

changes to such information promptly as and when such changes arise;

(c) not make any material increase or decrease in the number of TUPE

Employees;

(d) not make any increase in the remuneration or other change in the terms

and conditions of the TUPE Employees other than in the ordinary course of

business and with our or any Replacement Provider’s prior written consent;

(e) not move other employees from elsewhere in your business who have not

previously been employed or engaged in providing Contract Work to

provide Contract Work save with our or any Replacement Provider’s prior

written consent;

(f) enable and assist us or any Replacement Provider (in advance of the date

of the TUPE transfer) to communicate with and meet the TUPE Employees

and their trade union or other employee representatives for the purpose of

carrying out consultation either as required under TUPE and/or the Trade

Union and Labour Relations (Consolidation) Act 1992.

26.15 Without prejudice to Clause 26.14, you must procure and must provide

Employee Liability Information to us or any Replacement Provider at our or the

Replacement Provider’s reasonable request and must warrant at the time of

providing such Employee Liability Information, that such information is accurate

and that it will be updated to take account of any changes to such information as

is required by TUPE.

26.16 You will indemnify and will keep any Replacement Provider indemnified in full in

relation to any and all Direct Losses arising from any claim by any party as a

result of you failing to provide or promptly to provide us or the Replacement

Provider where reasonably requested with any information described in Clause

26.14 and/or Employee Liability Information or to provide full information

described in Clause 26.14 and/or Employee Liability Information or as a result of

any material inaccuracy in or omission from such information and/or Employee

Liability Information.

26.17 You will indemnify and keep indemnified any Replacement Provider in full in

relation to any and all Direct Losses caused to the Replacement Provider as a

result of increased costs of employing the TUPE Employees arising as a result of

any breach by you of Clause 26.14.

26.18 You will be liable for any claims made by or in respect of any of the TUPE

Employees relating to or arising during the employment of the Employee or TUPE

Employees concerned up to the date of expiry or termination (where applicable)

of this Contract including, any claims for breach of contract, dismissal, unlawful

deduction of wages, a protective award, redundancy payment, discrimination or

relating to any personal injury and you will indemnify and will keep any

Replacement Provider indemnified in full in relation to any and all Direct Losses

arising from any such claim.

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26.19 Where any liability in relation to any TUPE Employees referred to in Clause 26.18

arises partly as a result of any act or omission occurring on or before the expiry

or termination (where applicable) of this Contract and partly as a result of any

act or omission occurring after such expiry or termination of this Contract, your

indemnity to the Replacement Provider in Clause 26.18 will relate only to such

part of the Direct Losses sustained by the Replacement Provider in consequence

of the liability as is reasonably attributable to any act or omission occurring

before the relevant date of expiry or termination of this Contract.

26.20 A Replacement Provider is a beneficiary under and will be entitled to enforce

Clauses 26.16 to 26.19 pursuant to the Contracts (Rights of Third Parties) Act

1999. In addition you will, on request, enter into an indemnity on the terms set

out in Clauses 26.16 to 26.19 directly with a Replacement Provider.

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27. Reconsidering decisions and the review procedure

Informal reconsideration

27.1 If you disagree with any action we have taken or not taken, or a decision we

have made, under this Contract you must, through your Contract Liaison

Manager, provide details of the matter in writing to our Contract Manager to

request an informal reconsideration of the action, inaction or decision. Any such

request must be made within 21 days of the action or inaction or the date we

notify you of the decision.

27.2 If you disagree with any decision we make following our informal reconsideration

pursuant to Clause 27.1, or if we have not reconsidered the matter and advised

you of the outcome within 28 days of your request under Clause 27.1:

(a) if you wish to pursue the dispute and are permitted to do so under Clause

27.4, you must, subject to the remainder of this Clause 27.2, request a

formal review; or

(b) if you cannot request a formal review under Clause 27.4, Clause 28 will

apply, provided that the matter is not one contemplated under Clause 27.5

or 27.7.

Formal review procedure

27.3 The formal review procedure is to enable you to require us to carry out a formal

reconsideration of matters within the scope of Clause 27.4.

Invoking the formal review procedure

27.4 The formal review procedure only applies where:

(a) we have issued a notice under Clauses 14.21, 24.1 to 24.12, 24.14, or,

only if we expressly agree, under Clause 24.13; or

(b) we have issued a notice under Clauses 25.4 or 25.8; or

(c) you disagree with our decision either (i) following the expiry of a Schedule

not to issue a further Schedule, or (ii) on the duration of a Schedule; or

(d) you disagree with the Monthly Payment or authorisation of work under a

Schedule; or

(e) subject to Clauses 27.5 to 27.7 and the remainder of this Clause 27.4(e),

you consider that we have breached this Contract (in which case, you must

specify which provision of this Contract you consider that we have

breached and set out the reasons why you consider that we have breached

it). You may only request a review of the issue to you of a notice of breach

of contract if and when we subsequently terminate or suspend this

Contract (or apply another Sanction) pursuant to the notice.

Disputes outside the formal review procedure

27.5 The following are wholly outside the formal review procedure set out in this

Clause 27 and the provisions of Clause 28. Should any dispute arise in relation to

these matters, the review procedure referred to in the Specification must be

followed:

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(a) decisions on individual Client Matters or cases;

(b) decisions on Assessments and/or any claim or dispute which relates to the

recovery by you or us of payments due to you or us under this Contract.

27.6 The following are wholly outside the formal review procedure set out in this

Clause 27 but are subject to the provisions of Clause 28:

(a) where we have suspended the effect of a decision or notice, any

subsequent decision by us to remove all, or part, of the suspension (and to

give effect to all, or part, of the decision or notice); and

(b) a claim by you that we are in breach of Clause 2.3 or 2.4, if that claim is

based on or relates to any decision within Clauses 27.5 or 27.6(a).

27.7 Any action, inaction and decisions made in relation to Contract Work by

independent committees and other independent third parties exercising functions

in connection with Contract Work including the Independent Funding

Adjudicators, Independent Costs Assessors and Independent Peer Review

Process are not made by us and are as a result, not subject to Clauses 27 and

28.

27.8 If you do not pursue your rights under and in accordance with Clauses 27 and 28

within the periods of time specified (or such longer periods of time as we may

agree) you are thereby deemed to accept the position and lose your right to

dispute it.

Commencing the formal review procedure

27.9 To invoke the formal review procedure, you must write to the Chief Executive at

Legal Aid Agency, 102 Petty France, London, SW1H 9AJ (or such other address

as we may notify to you).

27.10 All requests for review must be endorsed “Request for Formal Review” and must

set out a full and detailed description of the matter and the reasons for your

challenge and must be accompanied by all documents upon which you intend to

rely.

27.11 All requests for review must be made:

(a) within 14 days of the date of our decision on the informal reconsideration

under Clause 27.1; or

(b) if we have not advised you of the outcome of our informal reconsideration

within 28 days of the date of your request, within 14 days of the expiry of

that 28 day period.

If you, acting reasonably, regard the matter as urgent, you must state this in

your request for review.

27.12 The Chief Executive will review your request, decide whether any additional

information or documentation is required and seek to obtain that documentation

(whether from you or from us). Thereafter he or she will determine whether to

conduct the review himself or herself or refer it to the Contract Review Body

(“CRB”), save that any request relating to a decision to require reimbursement

of Reasonable Costs in respect of a further Audit under Clause 14.21 or to

terminate this Contract must be referred to the CRB. Subject to the foregoing,

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the decision of the Chief Executive in respect of whether a matter should be

referred to the CRB will be final.

27.13 If the Chief Executive conducts a review, he or she will determine the procedure

and will decide whether to invite, or require, any further information before

making a determination.

The Contract Review Body

27.14 The CRB comprises:

(a) two members nominated by us (one of which must act as the chair of the

CRB); and

(b) a member nominated by the Consultative Bodies on our request (unless we

have requested them to nominate a member within a specified period but

either (i) within that period no nomination has been made or (ii) the

nominee is unable to attend).

At our option, the CRB may also include a member from another Provider.

27.15 If the formal review is to be referred to the CRB, then the secretary to the CRB

will prepare a report and bundle for the CRB. This will be sent to you not less

than 14 days before the CRB hearing.

27.16 You may respond to this report but your written response (including any

skeleton argument if you are to be represented by counsel) must be received by

us not less than seven days before the CRB hearing.

27.17 If your application relates to a decision to terminate this Contract, then you have

a right to attend or be represented at the CRB hearing. If your application

relates to any other matter, then you must apply to the Chief Executive in

writing not less than seven days before the CRB hearing, for permission to

attend or be represented at the CRB hearing. The decision of the Chief Executive

is final on this issue.

27.18 If you attend or are represented at the CRB hearing, then we also have a right to

attend or be represented. Oral representations will, except in exceptional

circumstances, be limited to 30 minutes for each party.

27.19 Save as provided above, the CRB determines its own procedure. Where the

members of the CRB are unable to agree on any matter, each member has one

vote. In the event of an equality of votes, the chair of the CRB has the casting

vote.

Determining the formal review

27.20 The Chief Executive or the CRB (as appropriate) will determine the formal review

within a reasonable period after the request for review has been received, unless

you have notified us, in accordance with Clause 27.11, that you, acting

reasonably, regard the matter as urgent in which case we must use reasonable

endeavours to determine the matter within 28 days of receiving your request.

27.21 Where there is no determination by the Chief Executive or the CRB (as

appropriate) within 28 days of the date of receipt of a request from you which

states that the matter is urgent in accordance with Clause 27.11, and you have

complied with your obligations under Clauses 27.9 to 27.11, you may deem this

88 July 2018

formal review procedure as having expired and your rights under it as

exhausted. In respect of all other requests for review however, you must await a

response from the Chief Executive or the CRB (as appropriate) before

considering the formal review procedure as having expired and your rights under

it as exhausted for the purposes of Clause 28.

27.22 The Chief Executive or the CRB’s determination (as appropriate) may allow the

formal review, dismiss the formal review, make a different decision, give

directions to your Contract Manager or recommend that a fresh decision is made

within a specified period. For the avoidance of doubt the Chief Executive and the

CRB’s determinations are our decisions.

27.23 In accordance with the timings above, the Chief Executive or the CRB (as

appropriate) will send you and your Contract Manager written reasons for their

determination.

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28. Dispute resolution

28.1 This Clause 28 only applies if there is a “Formal Dispute”. A Formal Dispute

occurs where:

(a) you have exhausted your rights to a formal review in accordance with and

as set out at Clause 27; or

(b) your claim or dispute does not relate to a matter set out in Clause 27.4,

27.5 or 27.7 and you have requested an informal reconsideration in

accordance with Clause 27.1 and you:

(i) disagree with the outcome; or

(ii) have not been advised of the outcome within the 28 day period set

out at Clause 27.2.

Any Formal Dispute will be dealt with in accordance with this Clause 28.

Mediation

28.2 Either of us may request that a Formal Dispute be referred to mediation by

giving notice in writing (a ‘mediation notice’) to the other requesting mediation.

Any notice of mediation to be given to us must be sent to the Chief Executive at

Legal Aid Agency, 102 Petty France, London, SW1H 9AJ (or such other address

as we may notify to you). The notice must be given within the following period:

(a) where the matter falls within Clause 27.4, within 14 days of your rights to

a formal review being deemed exhausted under Clause 27.21; or

(b) where the matter does not fall within Clause 27.4:

(i) within 14 days of the date of our informal reconsideration; or

(ii) where you have not been advised of the outcome of your request for

informal reconsideration within the 28 day period set out at Clause

27.2, within 14 days of the expiry of such 28 day period.

28.3 The party receiving the mediation notice must respond in writing within 14 days

of the date of the mediation notice.

28.4 Unless otherwise agreed between you and us, any mediation will be conducted in

accordance with the CEDR Model Mediation Procedure, and the mediator will be

nominated by CEDR.

28.5 If the party receiving the mediation notice agrees to mediation, the party who

requested the mediation shall notify CEDR and take the necessary steps to

arrange the mediation (or to ask CEDR to assist to secure the involvement of the

other party).

28.6 Any mediation will take place not later than 28 days after the date the parties

agree to mediation.

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Disputes subject to court proceedings

28.7 You or we may refer a Formal Dispute to be decided by the courts of England

and Wales in accordance with Clause 29 by issuing and serving on the other a

claim form and particulars of claim within the following periods:

(a) if you and/or we do not agree to mediation:

(i) where the matter falls within Clause 27.4, within one year of your

rights to a formal review being deemed exhausted under Clause

27.21; or

(ii) where the matter does not fall within Clause 27.4, (1) within one year

of the date of our informal reconsideration, provided that you have

been advised of the outcome of our informal reconsideration within

the 28 day period set out at Clause 27.2; or (2) where you have not

been advised of the outcome of your request for informal

reconsideration within the 28 day period set out at Clause 27.2,

within one year of the expiry of such 28 day period; and

(b) if you and we agree to mediation but no settlement is reached, within one

year from the date of the mediation notice, or such longer period as you

and we may agree.

28.8 We each agree that a failure by one of us to issue and serve a claim form and

particulars of claim within the period specified by Clause 28.7 means that that

party will be deemed to have waived its rights to bring any legal proceedings

and/or to pursue a remedy in respect of that dispute.

28.9 We each agree that any proceedings will be issued out of the Central London

County Court or the Royal Courts of Justice (each a “Relevant Court”), as

applicable, and thereafter you and we agree not to apply to transfer the

proceedings to any other court that is not a Relevant Court. In the event that

proceedings are issued out of any court that is not a Relevant Court, the issuing

party must immediately apply, at its own cost, for the proceedings to be

transferred to a Relevant Court and you and we agree to consent to the transfer

of proceedings to a Relevant Court.

Address for service

28.10 Any documents to be served on us should be marked for the attention of the

Chief Executive and served by one of the following methods:

(a) delivered personally to the postal address specified in Clause 28.11; or

(b) sent by fax to the fax number specified in Clause 28.11; or

(c) sent by DX to the address specified in Clause 28.11; or

(d) sent by pre-paid first-class post, recorded delivery or registered post in

each case to the address specified in Clause 28.11.

28.11 The addresses and contact details referred to in Clause 28.10 are: The Chief

Executive, Legal Aid Agency, 102 Petty France, London, SW1H 9AJ (or such

other address as we may notify to you), DX: 152380 Westminster 8 and Fax:

0203 545 8686.

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29. Governing law and jurisdiction

29.1 The formation, existence, construction, performance, validity and all aspects

whatsoever of this Contract and any non contractual obligations arising out of or

in connection with it, are governed by the law of England.

29.2 Subject to Clauses 27 and 28, the courts of England and Wales will have

exclusive jurisdiction to settle any disputes which may arise out of or in

connection with this Contract. The parties irrevocably agree to submit to that

jurisdiction.

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30. General

Entire agreement

30.1 This Contract (together with the appropriate sections of any documents that are

referred to in it (as they may be amended where applicable)) represents the

entire agreement and understanding between the parties in connection with its

subject matter. This Contract supersedes any previous agreement between the

parties relating to its subject matter. It supersedes all prior negotiations,

representations and undertakings, whether written or oral. Nothing in this Clause

30.1 excludes any liability for fraud or fraudulent misrepresentation.

30.2 You acknowledge that this Contract has not been entered into wholly or partly in

reliance on, nor have you been given any warranty, statement, promise or

representation made by, or on, our behalf (other than as expressly set out in

this Contract). To the extent that any such warranties, statements, promises or

representations have been given you unconditionally and irrevocably waive any

claims, rights or remedies which you might otherwise have had in relation to

them.

If we waive, delay or omit to exercise rights

30.3 No failure by us to exercise any power (or to insist upon strict compliance by you

with any obligation or condition) shall constitute a waiver of any of our rights

under this Contract.

30.4 No waiver by us of any particular default by you shall affect or impair our rights

in respect of any other default (of any kind) by you.

30.5 No delay or omission by us to exercise any rights arising from any particular

default by you shall affect or impair our rights in respect of such default or any

other default (of any kind) by you.

If you or we are prevented from complying with this Contract

30.6 Neither of the parties to this Contract is responsible to the other for any delay in

performance, or for any non-performance, of its obligations and duties under this

Contract due to any cause beyond its reasonable control. Causes beyond

reasonable control are confined to:

(a) severe physical damage caused by storm, fire or flood; and

(b) criminal acts; and

(c) epidemic,

except any fire, flood or criminal act caused or committed by any member of the

affected party’s personnel. For the avoidance of doubt, nothing in this Clause

shall relieve you from implementing and complying with the Business Continuity

Plan.

30.7 If any cause within Clause 30.6 occurs the affected party must immediately:

(a) inform the other party in writing of such cause and of what obligation or

duty it has delayed or prevented being performed; and

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(b) take all action within its power to comply with the terms of this Contract as

fully and promptly as possible,

and, unless the affected party takes such steps, this Clause must not have the

effect of absolving it from its obligations under this Contract.

30.8 If the circumstances described in Clause 30.7 arise, but do not appear to be of a

temporary nature, either party may give the other notice of termination of this

Contract within such period as is reasonable in the circumstances (which shall be

no shorter than one month).

30.9 Any notice under Clause 30.8 shall not take effect if the party that was

prevented from complying with this Contract (or complying with it in a timely

manner) is able, to the other party’s satisfaction, to comply with its obligations

and duties under this Contract within the period of notice specified in accordance

with Clause 30.8.

If any part of this Contract is held to be invalid

30.10 Subject to Clauses 30.11 and 30.12, if any term of this Contract is held by any

competent authority to be invalid, illegal or unenforceable in whole or in part, or

if the inclusion of any term is held by any such authority to be in breach of those

rules relating to the procurement of contracts by the public sector, the other

terms of this Contract and the remainder of the affected term so far as

practicable shall continue to be valid and enforceable.

30.11 If, in our reasonable opinion, the effect of a decision of a court, tribunal or other

competent authority (i) adversely affects the efficacy of this Contract or (ii) is

that a term of this Contract (or the same or very similar term in another of our

contracts) is invalid, illegal or unenforceable in whole or in part with the effect

that the purpose of this Contract is undermined or our position is materially

prejudiced, we are entitled:

(a) with the agreement of the Consultative Bodies, or without it if it is

unreasonably withheld, (i) to amend this Contract so as to restore its

efficacy and (ii) to substitute for such term (or part of a term) such further

term (or part of a term) the meaning of which has been advised by leading

counsel instructed by us (and the Consultative Bodies if they agree to joint

instruction) to be as close as permissible to that of the invalid, illegal or

unenforceable term (or part of a term); or

(b) to give you notice terminating this Contract, or terminating specified

powers, rights and authorities to perform Contract Work under it (including

your right to perform Contract Work as specified in a Schedule) on the

expiry of reasonable notice which shall not be less than three months.

30.12 If, in your reasonable opinion, the effect of Clause 30.11 (following a decision of

a competent authority) is such that your position is prejudiced, you may:

(a) ask us to agree a suitable amendment to this Contract; or

(b) give us notice terminating this Contract either immediately or on the expiry

of such other period of notice as you may specify.

94 July 2018

Providing information under the National Audit Act 1983

30.13 For the purpose of examination of our accounts, or any examination under

section 6(1) of the National Audit Act 1983 as to the economy, efficiency and

effectiveness with which we have used our resources, the Comptroller and

Auditor General may examine such information as he or she may reasonably

require which are owned, held or otherwise within your control and may require

you to provide such information and oral or written explanations as he or she

may reasonably require for those purposes. You must promptly give all

reasonable assistance to the Comptroller and Auditor General for those

purposes.

Providing information under legislation

30.14 Without limiting the provisions of Clauses 15, 16 and 17, we may be required by

other legislation to provide information that you hold. If we ask you to give us

such information, you must do so without delay.

Your obligation to check Certificates and authorities issued by us in connection

with Contract Work

30.15 Where applicable it is your responsibility to check any Certificates and authorities

that are issued to you in connection with Contract Work. If after checking a

Certificate or authority you have any concerns, you may raise them with the

issuing body. No matter what sum is assessed by a court as costs incurred

under a Certificate, we have no obligation to pay you for any work that is outside

the scope of a Certificate, or which is in excess of that covered by a limitation or

condition on a Certificate, and if any such payment is made to you an equal sum

is repayable by you to us.